Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2013
Subsequent Events
Subsequent Events	Note 15 - Subsequent Events *Litigation* On February 4, 2014, NTS Realty, together with the other defendants in the Actions (described in Note 10 - Commitments and Contingencies), entered into a Stipulation and Agreement of Compromise, Settlement and Release (the “Settlement Agreement”). On February 5, 2014, the Court granted its preliminary approval of the Settlement Agreement. Subject to satisfaction of the conditions set forth in the Settlement Agreement, the Settlement Agreement provides for the full and complete compromise, settlement, release and dismissal of the Actions. In accordance with the terms of the Settlement Agreement, on February 25, 2014, NTS Realty and NTS Realty Capital entered into that certain Agreement and Plan of Merger dated as of February 25, 2014 (the “Merger Agreement”) with NTS Merger Parent, LLC (“Parent”), a Delaware limited liability company controlled by Messrs. J.D. Nichols, our founder and Chairman, and Mr. Brian Lavin, our President and Chief Executive Officer, and NTS Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and wholly-owned subsidiary of Parent. See “Going Private Transaction, Merger Agreement and Settlement Agreement” below. *Going Private Transaction, Merger Agreement and Settlement Agreement* On February 25, 2014, NTS Realty and NTS Realty Capital entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) with Parent and Merger Sub. The Merger Agreement was entered into in accordance with the terms of that certain Stipulation and Agreement of Compromise, Settlement and Release dated as of February 4, 2014 (the “Settlement Agreement”) entered into in the matter Stephen J. Dannis, et al. v. J.D. Nichols, et al., Case No. 13-CI-00452, pending in Jefferson County Circuit Court of the Commonwealth of Kentucky (the “Court”). The Settlement Agreement provides, subject to satisfaction of the conditions set forth therein, for the full and complete compromise, settlement, release and dismissal of the Kentucky case as well as the class action lawsuit pending in the Delaware Court of Chancery under the consolidated case caption of In re NTS Realty Holdings Limited Partnership Unitholders Litigation, Consol. C.A. No. 8302-VCP (collectively, such actions are the “Actions”). Under the Settlement Agreement, it is expected that: · Merger Sub will merge with and into NTS Realty, with NTS Realty being the surviving entity, pursuant to the terms of the Merger Agreement; and · as consideration for the settlement and release of the claims asserted in the Actions, at the closing of the merger, each of our outstanding Units (other than those Units owned by Messrs. Nichols and Lavin and their affiliates) will be cancelled and converted automatically into the right to receive, in cash, consideration (such per Unit consideration referred to as the “Merger Consideration”) equal to: (i) $7.50 per Unit plus (ii) a pro rata share of a settlement fund of $7,401,487 (representing settlement consideration of $1.75 per Unit) less fees and expenses of plaintiffs’ counsel and an incentive award, if any, payable to the named plaintiffs in the case, as awarded by the Court. Immediately prior to the effective time of the merger, the compensation deferred by each non-employee director of NTS Realty Capital and represented by “phantom units” pursuant to the Director Plan will be issued to such non-employee director as Units and will be converted automatically into and thereafter represent the right to receive the Merger Consideration. In connection with the foregoing, an aggregate amount of $789,830 (representing 85,387 phantom units outstanding as of December 31, 2013 multiplied by the gross Merger Consideration of $9.25 per Unit) is expected to be paid to the non-employee directors of NTS Realty Capital. At the effective time of the merger, the compensation deferred by each officer of NTS Realty Capital and represented by “phantom units” pursuant to the Officer Plan will remain deferred pursuant to the Officer Plan, will not be converted to Units at the effective time of the merger and will remain subject to the terms of the Officer Plan. See Part II, Item 8, Note 14 - Deferred Compensation Plans. Consummation of the merger is subject to the satisfaction (or waiver) of certain conditions including among others: · approval of the Merger Agreement by the holders of a majority of our outstanding Units; and · the Court granting its final approval of the Settlement Agreement. With respect to approval of the Merger Agreement by holders of a majority of our outstanding Units, it is expected that Messrs. Nichols, Lavin and their affiliates, acting by written consent, will vote their Units in favor of the Merger Agreement. Messrs. Nichols, Lavin and their affiliates collectively own approximately 6,865,853 Units, representing approximately 61.9% of our issued and outstanding Units and approximately 59.3% of our aggregate voting power. Accordingly, no other vote of our Unitholders is expected due to this representing over a majority of our outstanding Units. Pursuant to the terms of the Settlement Agreement, the Settlement Agreement will not be finally approved by the Court until, among other things, the Court has (1) the Court has finally certified the members of the class under the Actions; (2) the Court, after holding of a final fairness settlement hearing (scheduled to be held on April 24, 2014), has entered its Order and Final Judgment approving the material terms of the Settlement Agreement (including finding that the terms and conditions of the Settlement Agreement are fair, reasonable, adequate, and in the best interests of the class) and such order and judgment shall have become final and non-appealable; (3) the Court has approved various releases among the plaintiffs, the class members and the defendants (and their affiliates); (4) orders dismissing the Actions with prejudice have become final and are no longer subject to appeal; and (5) the merger has become effective. If the merger is completed pursuant to the terms of the Merger Agreement, then all holders of Units (other than Messrs. Nichols and Lavin and their affiliates) will receive, in cash per Unit, the Merger Consideration. As a result of the merger, NLP’s limited partners, other than Messrs. Nichols and Lavin and their affiliates, will no longer have an equity interest in us, our Units will cease to be listed on the NYSE MKT, and the registration of our Units under Section 12 of the Securities Exchange Act of 1934, as amended, will be terminated. As such, the merger transaction is sometimes referred to as a “going private transaction.” The Merger Agreement may be terminated for various reasons including if the merger is not consummated by September 30, 2014. NTS Realty expects to satisfy the conditions of the Merger Agreement and the Settlement Agreement during the first half of 2014; however, there can be no assurance that the Merger Agreement and the Settlement will be consummated on the terms described herein or at all. *Financing of the Merger Consideration* In connection with the going private transaction, it is expected that the funds necessary to consummate the merger pursuant to the Merger Agreement will be approximately $41.7 million, consisting of the payment of aggregate Merger Consideration as well as certain transaction fees and expenses. At or prior to the effective time of the merger, Parent and Merger Sub, or their affiliates, will deposit with Wells Fargo Shareowner Services, as paying agent, the funds necessary to pay the aggregate Merger Consideration. The paying agent will hold such consideration in trust pending disbursement as provided in the Merger Agreement. The obligations of Parent and Merger Sub to consummate the merger are not subject to any financing conditions or contingencies. Parent and Merger Sub expect that the funds necessary to consummate the merger and related transactions will be funded from a variety of sources, including available cash and various debt financings. It is expected that up to $4 million, in cash, will be available from Messrs. Nichols and Lavin (or their affiliates). Additionally, it is expected that approximately $6 to $10 million will be available as a result of NTS Realty increasing the maximum availability under its existing line of credit from $10 million to $16 million on substantially the same terms as currently provided to NTS Realty under the existing line of credit. The exact amount of funds that may be drawn on the line of credit to pay Merger Consideration will depend upon the amount of loans outstanding under the increased line of credit at the time the Merger Consideration is to be deposited with the paying agent. NTS Realty has not received a written commitment from the bank to increase the availability under the line of credit. Further, it is expected that certain NTS Realty properties will be refinanced or further leveraged by loans from various lenders. It is expected that these loans will provide up to $36 million in available cash. The loans will be collateralized by mortgages on the respective properties. The anticipated term of such loans is expected to be no less than seven years, and it is expected that the loans will be provided at rates of interest ranging from 4.2% to 5.75% per annum with 30-year amortization schedules. Additionally, in connection with these loans, it is anticipated that Mr. Nichols may be required to issue certain personal guarantees pursuant to which Mr. Nichols would guaranty losses (if any) incurred by the lender(s) as a result of NTS Realty’s failure to perform certain covenants expected to be contained in the loan agreements. Under such guarantees, in the event of an occurrence of certain covenant breaches, Mr. Nichols could be liable for the full value of the loan. At the time of filing this Form 10-K, there are no written commitments or definitive loan documents evidencing any of the above financings. Accordingly, actual terms of any financings may differ from those described above. In additional, Parent, Merger Sub or their affiliates may obtain financing from different sources in amounts and on terms that may vary from those described above.

NTS REALTY HOLDINGS LP 10-K