Material Definitive Agreement - Form 8-K

soho-8k_20211130.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2021

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact name of Registrant as Specified in Its Charter)

Registrant's Telephone Number, Including Area Code: (757) 229-5648

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Sotherly Hotels Inc. ☐Sotherly Hotels LP ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Sotherly Hotels Inc. ☐Sotherly Hotels LP ☐

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Item 1.01 Entry into a Material Definitive Agreement.

On November 30, 2021, Raleigh Hotel Associates, LLC (the "Seller"), a Delaware limited liability company and an affiliate of Sotherly Hotels Inc. ("Sotherly" or the "Company"), a Maryland corporation and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership (the "Operating Partnership"), entered into a real estate sale agreement (the "Agreement") to sell the DoubleTree by Hilton Raleigh-Brownstone University hotel located in Raleigh, North Carolina (the "Hotel") to CS Acquisition Vehicle, LLC, a Delaware limited liability company (the "Buyer") for a purchase price of $42.0 million. The Company intends to use any net cash proceeds from the sale of the Hotel to repay the existing mortgage on the property, repay a portion of the secured notes with Kemmons Wilson, to make any required distribution on the Company's preferred stock related to maintaining the Company's REIT status, and for general corporate purposes.

The closing of the sale of the Hotel is subject to various customary closing conditions, including the satisfactory completion of a diligence review of the Hotel, the accuracy of representations and warranties through closing, and conditions related to the termination of Hotel agreements and leases.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

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