SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 4)
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
NTS, INC.
(Name of the Issuer)
NTS, INC.
TOWER THREE PARTNERS LLC
TOWER THREE PARTNERS FUND II LP
TOWER THREE PARTNERS FUND II GP LP
TOWER THREE PARTNERS FUND II GP LLC
T3 NORTH HOLDINGS, LLC
T3 NORTH INTERMEDIATE HOLDINGS, LLC
NORTH MERGER SUB, INC.
GUY NISSENSON
(Name of Persons Filing Statement)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
62943B105
(CUSIP Number of Class of Securities)
Niv Krikov
Chief Financial Officer
NTS, Inc.
1220 Broadway
Lubbock, Texas 79401
(806) 771-5212
with copies to:
Kevin J. Sullivan
|
Arthur S. Marcus
|
Mark W. Jeanfreau
|
Weil, Gotshal & Manges LLP
|
Sichenzia Ross Friedman Ference LLP
|
Phelps Dunbar LLP
|
100 Federal Street, Floor 34
|
61 Broadway, 32nd Floor
|
Canal Place
|
Boston, MA 02110
|
New York, NY 10006
|
365 Canal Street, Suite 2000
|
(617) 772-8333
|
(646) 810-0592
|
New Orleans, LA 70130
|
|
|
(504) 584-9236
|
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR THE FAIRNESS OF THE TRANSACTION,
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This statement is filed in connection with (check the appropriate
box):
a.
|
þ
The filing of
solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
|
b.
|
o
The filing of a registration
statement under the Securities Act of 1933.
|
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
¨
Check the following box if this is a final amendment reporting
the results of the transaction:
o
CALCULATION OF FILING FEE
Transaction Valuation(*)
|
Amount of Filing Fee(**)
|
$91,473,619
|
$11,781.80
|
*
|
For purposes of calculating the fee only, the maximum aggregate value was determined based on the sum of: (A) 42,068,055 shares of Common Stock multiplied by $2.00 per share; (B) options to purchase 7,141,677 shares of Common Stock with exercise prices less than $2.00 per share multiplied by $0.90 (which is the difference between $2.00 and the weighted average exercise price of $1.10 per share); and (C) warrants to purchase 1,400,000 shares of Common Stock with exercise prices less than $2.00 per share multiplied by $0.65 (which is the difference between $2.00 and the weighted average exercise price of $1.35 per share).
|
**
|
In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying 0.0001288 by the sum of the preceding sentence.
|
þ
|
Check the box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid:
|
$11,781.80
|
Form or Registration No.:
|
Proxy Statement on Schedule 14A
|
Date Filed:
|
November 22, 2013
|
TABLE OF CONTENTS
|
|
Page
|
Item 1.
|
Summary Term Sheet.
|
1
|
|
|
|
Item 2.
|
Subject Company Information.
|
2
|
|
|
|
Item 3.
|
Identity and Background of Filing Persons.
|
2
|
|
|
|
Item 4.
|
Terms of the Transaction.
|
2
|
|
|
|
Item 5.
|
Past Contacts, Transactions, Negotiations and Agreements
|
3
|
|
|
|
Item 6.
|
Purposes of the Transaction and Plans or Proposals
|
3
|
|
|
|
Item 7.
|
Purposes, Alternatives, Reasons and Effects of the Merger
|
4
|
|
|
|
Item 8.
|
Fairness of the Transaction
|
4
|
|
|
|
Item 9.
|
Reports, Opinions, Appraisals, and Negotiations
|
5
|
|
|
|
Item 10.
|
Source and Amount of Funds or Other Consideration
|
5
|
|
|
|
Item 11.
|
Interest in Securities of the Subject Company
|
6
|
|
|
|
Item 12.
|
The Solicitation or Recommendation
|
6
|
|
|
|
Item 13.
|
Financial Information
|
6
|
|
|
|
Item 14.
|
Persons/Assets, Retained, Employed, Compensated or Used
|
6
|
|
|
|
Item 15.
|
Additional Information
|
7
|
|
|
|
Item 16.
|
Exhibits
|
7
|
INTRODUCTION
This Amendment No. 4 to the Rule 13E-3
transaction statement on Schedule 13E-3 (together with the exhibits hereto, the “Transaction Statement”) is being
filed with the Securities and Exchange Commission (the “SEC”) jointly by the following persons (collectively, the
“filing persons”): Tower Three Partners LLC, a Delaware limited liability company, Tower Three Partners Fund II LP,
a Delaware limited partnership, Tower Three Partners Fund II GP LP, a Delaware limited partnership, Tower Three Partners Fund
II GP LLC, a Delaware limited liability company, T3 North Holdings, LLC, a Delaware limited liability company, T3 Intermediate
Holdings, LLC, a Nevada limited liability company, North Merger Sub, Inc., a Nevada corporation, and Guy Nissenson (collectively
referred to in this Transaction Statement as the “Purchaser Group”) and NTS, Inc., a Nevada corporation.
On October 20, 2013, NTS, Inc. (“NTS”)
agreed to be acquired by T3 North Intermediate Holdings, LLC, which is referred to herein as Holdings, under the terms of the Agreement
and Plan of Merger (the “Merger Agreement”), between NTS, Holdings and North Merger Sub, Inc., a wholly owned subsidiary
of Holdings, which is referred to herein as Merger Sub. Holdings and Merger Sub are affiliates of Tower Three Partners LLC, which
is referred to herein as Tower Three. Upon completion of the merger of Merger Sub with and into NTS, pursuant to the Merger Agreement,
NTS will become a wholly owned subsidiary of Holdings. If the merger is completed, each outstanding share of common
stock of NTS (other than certain shares owned by Guy Nissenson, a member of the Purchaser Group) will be cancelled and, in lieu
thereof, the holders of shares of Company common stock shall be entitled to receive $2.00 in cash, without interest and less any
applicable tax withholding.
Consummation of the merger is subject
to the approval of the Merger Agreement by NTS’ shareholders, which was obtained on February 26, 2014. In addition,
the merger is subject to other customary closing conditions, including the accuracy of representations and warranties of, and
compliance with covenants by, the other party, in each case as set forth in the Merger Agreement.
Concurrently with the filing of
this Transaction Statement, NTS is filing with the SEC an amendment to the definitive proxy statement on Schedule 14A filed
with the SEC on January 23, 2014 (the “Proxy Statement”) pursuant to Section 14(a) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), relating to a special meeting of shareholders of NTS. At the
meeting, NTS’ shareholders considered and voted upon a proposal to (1) approve the Merger Agreement and (2) transact
such other business as may properly come before the special meeting or any adjournment or postponement thereof. A copy of the
Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached as Annex A to the
Proxy Statement.
The cross-references below are being
supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required
to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the
information contained in the Proxy Statement, including all appendices and annexes thereto, is incorporated in its entirety herein
by reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information
contained in the Proxy Statement and the annexes thereto.
While each of the filing persons acknowledges
that the merger is a going private transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction
Statement shall not be construed as an admission by any filing person, or by any affiliate of a filing person, that NTS is “controlled”
by any other filing person.
All information contained in, or incorporated
by reference into, this Transaction Statement concerning each filing person has been supplied by such filing person.
|
Item 1.
|
Summary Term Sheet.
|
Item 1001 of Regulation M-A:
The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET” and “QUESTIONS
AND ANSWERS ABOUT THE NTS SPECIAL MEETING.”
|
Item 2.
|
Subject Company Information.
|
Item 1002 of Regulation M-A:
(a)
Name
and Address
. The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET—The
Parties to the Merger” is incorporated herein by reference.
(b)
Securities
. The
exact title of the class of the subject equity securities is “Common Stock, par value $0.001 per share.” There
were 43,436,812 outstanding shares of NTS common stock as of January 21, 2014.
(c)-(d)
Trading
Market and Price; Dividends
. The information set forth in the Proxy Statement under the caption “IMPORTANT
INFORMATION REGARDING THE COMPANY—Market for NTS’ Common Equity and Related Shareholder Matters” is incorporated
herein by reference.
(e)
Prior
Public Offerings
. None.
(f)
Prior
Stock Purchases
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference: “IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock During the Past 60 Days,”
and “IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock During the Past Two Years.”
|
Item 3.
|
Identity and Background of Filing Persons.
|
Item 1003 of Regulation M-A:
(a)-(c)
Name
and Address; Business and Background of Entities; Business and Background of Natural Persons
. The information
set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET—The Parties to the Merger,” “THE
PARTIES TO THE MERGER,” “IMPORTANT IFORMATION REGARDING THE COMPANY,” and “IMPORTANT INFORMATION REGARDING
THE HOLDINGS PARTIES, THE T3 PARTIES AND THE ROLLOVER HOLDER” is incorporated herein by reference. NTS is the
subject company.
|
Item 4.
|
Terms of the Transaction.
|
Item 1004 of Regulation M-A:
(a)(1)
Material
Terms
. Tender Offers. Not Applicable.
(a)(2)
Material
Terms
. Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL
MEETING,” “SPECIAL FACTORS—The Company’s Purpose and Reasons for the Merger and Recommendation of the
Special Committee and the Board of Directors,” “SPECIAL FACTORS—Purposes and Reasons of the Holdings Parties,
the T3 Parties and the Rollover Holder for the Merger,” “SPECIAL FACTORS—Interests of NTS Directors and Executive
Officers in the Merger,” “SPECIAL FACTORS—Differing Interests of NTS Shareholders and the Rollover Holder in
the Merger,” “SPECIAL FACTORS—Accounting Treatment,” “SPECIAL FACTORS—Material U.S. Federal
Income Tax Consequences of the Merger,” “THE NTS SPECIAL MEETING,” “THE MERGER AGREEMENT” and “Annex
A—Agreement and Plan of Merger.”
(c)
Different
Terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL MEETING,” “SPECIAL
FACTORS—Interests of NTS Directors and Executive Officers in the Merger,” “SPECIAL FACTORS—Differing Interests
of NTS Shareholders and the Rollover Holder in the Merger,” and “THE MERGER AGREEMENT.”
(d)
Appraisal
Rights
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL MEETING,” and “SPECIAL FACTORS—Rights of Dissenting Shareholders.”
(e)
Provisions
For Unaffiliated Security Holders
. The information set forth in the Proxy Statement under the caption “PROVISIONS
FOR UNAFFILIATED SHAREHOLDERS” is incorporated herein by reference.
(f)
Eligibility
for Listing or Trading
. Not applicable.
|
Item 5.
|
Past Contacts, Transactions, Negotiations and Agreements
|
Item 1005 of Regulation M-A:
(a)
Transactions
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY
TERM SHEET,” “SPECIAL FACTORS—Interests of NTS Directors and Executive Officers in the Merger,” “SPECIAL
FACTORS—Certain Effects of the Merger and Plans for the Company After the Merger,” “THE MERGER AGREEMENT,”
“RELATED PARTY TRANSACTIONS,” and “IMPORTANT INFORMATION REGARDING THE COMPANY.”
(b)
Significant
Corporate Events
. None.
(c)
Negotiations
or Contracts
. None.
(e)
Agreements
involving the Subject Company’s Securities
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—General
Description and Effects of the Merger,” “SPECIAL FACTORS—The Company’s Purpose and Reasons for the Merger
and Recommendation of the Special Committee and the Board of Directors,” “SPECIAL FACTORS—Interests of NTS Directors
and Executive Officers in the Merger,” “SPECIAL FACTORS—Treatment of Options and Warrants,” “THE
MERGER AGREEMENT,” “THE VOTING AGREEMENT,” “RELATED PARTY TRANSACTIONS,” “IMPORTANT INFORMATION
REGARDING THE COMPANY,” “Annex A—Agreement and Plan of Merger,” and “Annex B—Voting Agreement.”
|
Item 6.
|
Purposes of the Transaction and Plans or Proposals
|
Item 1006 of Regulation M-A:
(b)
Use
of Securities Acquired
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Certain Effects of the Merger and
Plans for the Company After the Merger,” “SPECIAL FACTORS—Purposes and Reasons of the Holding Parties, the T3
Parties and the Rollover Holder for the Merger,” “SPECIAL FACTORS—Delisting and Deregistration of NTS Common
Stock,” and “THE MERGER AGREEMENT—Other Covenants.”
(c)(1)-(8)
Plans
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY
TERM SHEET,” “SPECIAL FACTORS—Certain Effects of the Merger and Plans for the Company After the Merger,”
“SPECIAL FACTORS—Certain Effects of the Merger and Plans for the Company After the Merger,” “SPECIAL FACTORS—Purposes
and Reasons of the Holding Parties, the T3 Parties and the Rollover Holder for the Merger,” “SPECIAL FACTORS—Delisting
and Deregistration of NTS Common Stock,” and “THE MERGER AGREEMENT—Other Covenants.”
|
Item 7.
|
Purposes, Alternatives, Reasons and Effects of the
Merger
|
Item 1013 of Regulation M-A:
(a)
Purposes
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY
TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL MEETING,” “SPECIAL FACTORS—The Company’s
Purpose and Reasons for the Merger and Recommendation of the Special Committee and the Board of Directors,” “SPECIAL
FACTORS—Purposes and Reasons of the Holdings Parties, the T3 Parties and the Rollover Holder for the Merger,” and
“SPECIAL FACTORS—Background of the Merger.”
(b)
Alternatives
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL
FACTORS—Background of the Merger,” and “SPECIAL FACTORS—The Company’s Purpose and Reasons for the
Merger and Recommendation of the Special Committee and the Board of Directors.”
(c)
Reasons
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY
TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL MEETING,” “SPECIAL FACTORS—Background
of the Merger,” “SPECIAL FACTORS—The Company’s Purpose and Reasons for the Merger and Recommendation of
the Special Committee and the Board of Directors,” “SPECIAL FACTORS—Purposes and Reasons of the Holdings Parties,
the T3 Parties and the Rollover Holder for the Merger,” and “SPECIAL FACTORS—Opinions of Oberon Securities and
B. Riley & Co. to the NTS Board of Directors.”
(d)
Effects
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY
TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL MEETING,” “SPECIAL FACTORS—General Description
and Effects of the Merger,” “SPECIAL FACTORS—Differing Interests of NTS Shareholders and the Rollover Holder
in the Merger,” “SPECIAL FACTORS—Interests of NTS Directors and Executive Officers in the Merger,” “SPECIAL
FACTORS—Certain Effects of the Merger and Plans for the Company After the Merger,” “SPECIAL FACTORS—Material
U.S. Federal Income Tax Consequences of the Merger,” “SPECIAL FACTORS—Treatment of Options and Warrants,”
“THE MERGER AGREEMENT,” and “Annex A—Agreement and Plan of Merger.”
|
Item 8.
|
Fairness of the Transaction
|
Item 1014 of Regulation M-A:
(a)-(b)
Fairness;
Factors Considered in Determining Fairness
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL
MEETING,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—The Company’s
Purpose and Reasons for the Merger and Recommendation of the Special Committee and the Board of Directors,” “SPECIAL
FACTORS—Purposes and Reasons of the Holdings Parties, the T3 Parties and the Rollover Holder for the Merger,” “SPECIAL
FACTORS—Opinions of Oberon Securities and B. Riley & Co. to the NTS Board of Directors,” “SPECIAL FACTORS—Position
of the Holdings Parties and T3 Parties as to the Fairness of the Merger,” “SPECIAL FACTORS—Position of the Rollover
Holder as to the Fairness of the Merger,” “Annex C—Opinion of Oberon Securities, LLC,” and “Annex
D—Opinion of B. Riley & Co., LLC.”
The discussion materials prepared by
Oberon Securities, LLC and B. Riley & Co., LLC, and reviewed with the board of directors of NTS on October 15, 2013, are attached
hereto as Exhibits (c)(7) and (c)(8), respectively, and are incorporated by reference herein. The discussion materials prepared
by Oberon Securities, LLC and B. Riley & Co., LLC, and reviewed with the board of directors of NTS on October 20, 2013, are
attached hereto as Exhibits (c)(3) and (c)(4), respectively, and are incorporated by reference herein.
The opinions of Oberon Securities, LLC and
B. Riley & Co., LLC, dated October 20, 2013 and rendered to the board of directors of NTS on the same date, are attached as
Annexes C and D to the Proxy Statement, respectively, are incorporated by reference as Exhibits (c)(1) and (c)(2) hereto, respectively,
and are incorporated by reference herein.
(c)
Approval
of Security Holders
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL MEETING,” “THE
MERGER AGREEMENT—Conditions to the Completion of the Merger,” “THE MERGER AGREEMENT—NTS Shareholder Approval,”
“THE NTS SPECIAL MEETING—Required Vote” “PROPOSALS TO BE CONSIDERED AT THE NTS SPECIAL MEETING—The
Merger Proposal (Item 1 on the Proxy Card),” and “Annex A—Agreement and Plan of Merger.”
(d)
Unaffiliated
Representative
. An unaffiliated representative was not retained to act solely on behalf of unaffiliated shareholders
for purposes of negotiating the terms of the merger or preparing a report concerning the fairness of the transaction.
(e)
Approval
of Directors
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—The
Company’s Purpose and Reasons for the Merger and Recommendation of the Special Committee and the Board of Directors,” “SPECIAL
FACTORS—Interests of NTS Directors and Executive Officers in the Merger,” and “PROPOSALS TO BE CONSIDERED AT
THE NTS SPECIAL MEETING—The Merger Proposal (Item 1 on the Proxy Card).”
(f)
Other
Offers
. Not applicable.
|
Item 9.
|
Reports, Opinions, Appraisals and Negotiations
|
Item 1015 of Regulation M-A
(a)-(b)
Report,
Opinion, or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL
FACTORS—Background of the Merger,” “SPECIAL FACTORS—The Company’s Purpose and Reasons for the Merger
and Recommendation of the Special Committee and the Board of Directors,” “SPECIAL FACTORS—Opinions of Oberon
Securities and B. Riley & Co. to the NTS Board of Directors,” “Annex C—Opinion of Oberon Securities, LLC,”
and “Annex D—Opinion of B. Riley & Co., LLC.”
The opinions of Oberon Securities, LLC and
B. Riley & Co., LLC, dated October 20, 2013 and rendered to the board of directors of NTS on the same date, are attached as
Annexes C and D to the Proxy Statement, respectively, are incorporated by reference as Exhibits (c)(1) and (c)(2) hereto, respectively,
and are incorporated by reference herein.
(c)
Availability
of Documents
. The reports, opinions or appraisal in this Item 9 will be made available for inspection and copying
at the principal executive offices of NTS during its regular business hours by any interested holder of NTS common stock, or any
representative designated in writing by any such holder.
|
Item 10.
|
Source and Amount of Funds or Other Consideration
|
Item 1007 of Regulation M-A:
(a)
Sources
of Funds or Other Consideration
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference: “SPECIAL FACTORS—Description of Financing,” “SPECIAL FACTORS—The Company’s
Purpose and Reasons for the Merger and Recommendation of the Special Committee and the Board of Directors,” “SPECIAL
FACTORS—Position of the Holdings Parties and T3 Parties as to the Fairness of the Merger,” “THE MERGER AGREEMENT—Termination
Fees and Reimbursement of Expenses,” and “THE MERGER AGREEMENT—Other Agreements Entered Into in Connection with
the Merger Agreement.”
(b)
Conditions
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Description
of Financing,” and “THE MERGER AGREEMENT—Financing Cooperation” is incorporated herein by reference.
(c)
Expenses
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY
TERM SHEET,” “SPECIAL FACTORS—Background of the Merger,” “SPECIAL FACTORS—Opinions of Oberon
Securities and B. Riley & Co. to the NTS Board of Directors,” “THE MERGER AGREEMENT—Financing Cooperation,”
“THE MERGER AGREEMENT—Termination Fees and Reimbursement of Expenses,” “THE MERGER AGREEMENT—Fees
and Expenses,” “THE MERGER AGREEMENT—Remedies,” “MERGER FEES AND EXPENSES,” and “Annex
A—Agreement and Plan of Merger.”
(d)
Borrowed
Funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS—Description of Financing,” and “THE MERGER AGREEMENT—Financing Cooperation.”
|
Item 11.
|
Interest in Securities of the Subject Company
|
Item 1008 of Regulation M-A:
(a)
Securities
Ownership
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Certain Effects of the Merger and Plans for the Company
After the Merger,” “SPECIAL FACTORS—Interests of NTS Directors and Executive Officers in the Merger,” “THE
VOTING AGREEMENT,” “IMPORTANT INFORMATION REGARDING THE COMPANY—Security Ownership of Certain Beneficial Owners
and Management.”
(b)
Securities
Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Interests of NTS Directors and Executive
Officers in the Merger,” “THE MERGER AGREEMENT—Other Agreements Entered Into in Connection with the Merger Agreement,”
“THE VOTING AGREEMENT,” “RELATED PARTY TRANSACTIONS,” “IMPORTANT INFORMATION REGARDING THE COMPANY—Security
Ownership of Certain Beneficial Owners and Management,” and “IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions
in Common Stock During the Past 60 Days.”
|
Item 12.
|
The Solicitation or Recommendation
|
Item 1012 of Regulation M-A:
(d)
Intent
to Tender or Vote in a Going-Private Transaction
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL
MEETING,” “THE MERGER AGREEMENT—Other Agreements Entered Into in Connection with the Merger Agreement,”
“THE VOTING AGREEMENT,” “RELATED PARTY TRANSACTIONS—The Voting Agreement,” “THE NTS SPECIAL
MEETING—Recommendations of the Board of Directors of NTS,” and “THE NTS SPECIAL MEETING—Record Date; Stock
Entitled to Vote.”
(e)
Recommendations
of Others
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL MEETING,” “SPECIAL
FACTORS—Background of the Merger,” “SPECIAL FACTORS—The Company’s Purpose and Reasons for the Merger
and Recommendation of the Special Committee and the Board of Directors,” “THE NTS SPECIAL MEETING—Recommendations
of the Board of Directors of NTS,” and “PROPOSALS TO BE CONSIDERED AT THE NTS SPECIAL MEETING—The Merger Proposal
(Item 1 on the Proxy Card).”
|
Item 13.
|
Financial Information
|
Item 1010 of Regulation M-A:
(a)
Financial
Information
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference: “IMPORTANT INFORMATION REGARDING THE COMPANY.” The information contained in the Consolidated
Financial Statements included in NTS’s annual report on Form 10-K for the fiscal year ended December 31, 2012 and in its
quarterly report on Form 10-Q for its quarter ended September 30, 2013 is incorporated herein by reference. The
book value per share of NTS common stock, as of September 30, 2013, was
$0.62
.
The Form 10-K and the Form 10-Q are available
for inspection and copying at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C.
20549. The Form 10-K and Form 10-Q are also available to the public from the SEC’s website at www.sec.gov.
(b)
Pro
Forma Information
. Not Applicable.
|
Item 14.
|
Persons/Assets, Retained, Employed, Compensated or
Used
|
Item 1009 of Regulation M-A:
(a)-(b)
Solicitations or Recommendations; Employees and Corporate Assets
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference: “THE NTS SPECIAL MEETING—Solicitation
of Proxies,” and “SPECIAL FACTORS— Interests of NTS Directors and Executive Officers in the Merger.”
|
Item 15.
|
Additional Information
|
Item 1011 of Regulation M-A:
(b)
Golden
Parachute Compensation
. The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS—Interests
of NTS Directors and Executive Officers in the Merger” is incorporated herein by reference.
(c)
Other
Material Information
. The information contained in the Proxy Statement, including all annexes thereto, is incorporated
herein by reference.
Item 1016 of Regulation M-A:
Exhibit
|
|
Description
|
(a)(1)
|
|
Definitive
Proxy Statement of NTS, Inc., incorporated herein by
reference to the Schedule 14A filed with the Securities and Exchange Commission on January 23, 2014 (the “Proxy
Statement”).
|
|
|
|
(a)(2)
|
|
Letter to Shareholders of NTS, Inc., incorporated herein by
reference to the Proxy Statement.
|
|
|
|
(a)(3)
|
|
Notice of Special Meeting of Shareholders
of NTS, Inc., incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)(4)
|
|
Form of Proxy Card, incorporated
herein by reference to the Proxy Statement.
|
|
|
|
(a)(5)*
|
|
Form 8-K of NTS, Inc., incorporated
by reference to the Form 8-K filed with the Securities and Exchange Commission on October 21, 2013.
|
|
|
|
(a)(6)
|
|
Amendment to Proxy Statement of NTS, Inc., incorporated herein by reference to the Schedule
14A filed with the Securities and Exchange Commission on March 5, 2014.
|
|
|
|
(b)
|
|
None.
|
|
|
|
(c)(1)*
|
|
Opinion of Oberon Securities, LLC,
dated as of October 20, 2013, rendered to the Board of Directors of NTS, Inc., which is attached as Annex C to the Proxy Statement
and incorporated herein by reference.
|
|
|
|
(c)(2)*
|
|
Opinion of B. Riley & Co., LLC,
dated as of October 20, 2013, rendered to the Board of Directors of NTS, Inc., which is attached as Annex D to the Proxy Statement
and incorporated herein by reference.
|
|
|
|
(c)(3)*
|
|
Financial analysis presentation materials
prepared by Oberon Securities, LLC. and reviewed with the Board of Directors of NTS, Inc. on October 20, 2013.
|
|
|
|
(c)(4)*
|
|
Financial analysis presentation
materials prepared by B. Riley & Co., LLC. and reviewed with the Board of Directors of NTS, Inc. on October 20, 2013.
|
|
|
|
(c)(5)*
|
|
Presentation Materials prepared
by Company management and provided to Tower Three on April 24, 2013.
|
|
|
|
(c)(6)*
|
|
Presentation Materials prepared
by Company management and provided to Oberon Securities and B. Riley & Co. on October 11, 2013.
|
|
|
|
(c)(7)**
|
|
Financial analysis presentation
materials prepared by Oberon Securities, LLC and reviewed with the Board of Directors of NTS, Inc. on October 15, 2013.
|
|
|
|
(c)(8)
**
|
|
Financial analysis presentation
materials prepared by B. Riley & Co., LLC and reviewed with the Board of Directors of NTS, Inc. on October 15, 2013.
|
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated
as of October 20, 2013, by and among NTS, Inc., T3 North Intermediate Holdings, LLC and North Merger Sub, Inc., which is attached
as Annex A to the Proxy Statement and incorporated herein by reference.
|
|
|
|
(d)(2)
|
|
Voting Agreement, dated as of October
20, 2013, by and among NTS, Inc., T3 North Intermediate Holdings, LLC and Guy Nissenson, which is attached as Annex B to the
Proxy Statement and incorporated herein by reference.
|
|
|
|
(d)(3)*
|
|
Rollover Agreement, dated as of
October 20, 2013, by and between T3 North Holdings, LLC and Guy Nissenson.
|
|
|
|
(f)
|
|
None.
|
|
|
|
(g)
|
|
None.
|
* Previously filed by this Transaction Statement on November
22, 2013.
** Previously filed by this Transaction Statement on December
24, 2013.
SIGNATURES
After due inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information set forth in this Transaction Statement is true, complete
and correct.
|
NTS, INC.
|
|
|
|
|
|
March 5, 2014
|
By:
|
/s/ Niv Krikov
|
|
|
|
Name: Niv Krikov
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
|
TOWER THREE PARTNERS LLC
|
|
|
|
|
|
|
By:
|
/s/ William
D. Forrest
|
|
|
|
William D. Forrest
|
|
|
|
Managing Member
|
|
|
|
|
|
|
TOWER THREE PARTNERS FUND II LP
|
|
|
|
|
|
|
By:
|
Tower Three Partners Fund II GP LP, its general partner
|
|
|
|
|
|
|
By:
|
Tower Three Partners Fund II GP LLC
|
|
|
|
|
|
|
By:
|
/s/ William D. Forrest
|
|
|
|
Name: William D. Forrest
|
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
TOWER THREE PARTNERS FUND II GP LP
|
|
|
|
|
|
|
By:
|
Tower Three Partners Fund II GP LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ William D. Forrest
|
|
|
|
Name: William D. Forrest
|
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
TOWER THREE PARTNERS FUND II GP LLC
|
|
|
|
|
|
|
By:
|
/s/ William D. Forrest
|
|
|
|
Name: William D. Forrest
|
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
T3 NORTH HOLDINGS LLC
|
|
|
|
|
|
|
By:
|
/s/ Christopher Jacobs
|
|
|
|
Name: Christopher Jacobs
|
|
|
|
Title: Secretary
|
|
|
|
|
|
|
T3 NORTH INTERMEDIATE HOLDINGS LLC
|
|
|
|
|
|
|
By:
|
/s/ Christopher Jacobs
|
|
|
|
Name: Christopher Jacobs
|
|
|
|
Title: Secretary
|
|
|
|
|
|
|
NORTH MERGER SUB, INC.
|
|
|
|
|
|
|
By:
|
/s/ Christopher Jacobs
|
|
|
|
Name: Christopher Jacobs
|
|
|
|
Title: Secretary
|
|
|
|
|
|
|
GUY NISSENSON
|
|
|
|
|
|
|
By:
|
/s/ Guy Nissenson
|
|
|
|
Name: Guy Nissenson
|
|
SIGNATURE PAGE TO SCHEDULE 13E-3
Nts, Inc. (AMEX:NTS)
Historical Stock Chart
From May 2024 to Jun 2024
Nts, Inc. (AMEX:NTS)
Historical Stock Chart
From Jun 2023 to Jun 2024