Item 8.01. Other Events.

On September 12, 2012, the board of directors of NTS Realty Capital, Inc., the managing general partner of NTS Realty Holdings Limited Partnership (the "Company"), formed a special committee consisting solely of independent directors John Daly, Mark D. Anderson and John S. Lenihan (the "Special Committee"). The Special Committee is empowered to, among other things, consider the non-binding proposal from the Company's founder and Chairman, Mr. J.D. Nichols, and its Chief Executive Officer, Mr. Brian F. Lavin, for a going private transaction (the "Proposal") or any potential alternative transaction. The Proposal contemplates the acquisition by Messrs. Nichols and Lavin of all of the outstanding Limited Partnership Units of the Company (the "Units") not already owned by Messrs. Nichols and Lavin or certain of their affiliates at a proposed price of $5.25 per Unit in cash via a merger. The Company previously announced receipt of the Proposal on August 31, 2012.

The Special Committee is authorized to take any and all actions and to do or cause to be done any or all things that the Special Committee determines necessary or advisable for the Special Committee to discharge its duties. The Special Committee will retain an independent financial advisor and legal counsel to assist the Special Committee in its work. The Company cautions the Company's Unit holders that no decision has been made by the Special Committee with respect to the Proposal. There can be no assurance that any definitive offer will be made or accepted, that any agreement will be executed or that the Proposal or any other transaction will be approved or consummated.