UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 17, 2014
SOTHERLY HOTELS INC.
SOTHERLY HOTELS LP
(Exact Name of Registrant as Specified in its Charter)
| Maryland (Sotherly Hotels Inc.) | 001-32379 (Sotherly Hotels Inc.) | 20-1531029 (Sotherly Hotels Inc.) | ||
| Delaware (Sotherly Hotels LP) | 001-36091 (Sotherly Hotels LP) | 16-1486454 (Sotherly Hotels LP) | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
410 W. Francis Street
Williamsburg, Virginia 23185
(757) 229-5648
(Address, including Zip Code and Telephone Number, including
Area Code, of Principal Executive Offices)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 13, 2014, Sotherly Hotels Inc., the sole general partner of Sotherly Hotels LP, entered into an agreement to acquire an independent full-service hotel in Atlanta, Georgia (the “Hotel”) for the aggregate purchase price of approximately $61 million. The closing of the acquisition is subject to various customary closing conditions, including satisfactory completion of a diligence review of the Hotel, the accuracy of representations and warranties through closing, and conditions related to the operation and maintenance of the Hotel.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 17, 2014
| SOTHERLY HOTELS INC. | ||
| By: | /s/ Andrew M. Sims | |
| Andrew M. Sims | ||
| Chief Executive Officer | ||
| SOTHERLY HOTELS LP
by its General Partner, SOTHERLY HOTELS INC. | ||
| By: | /s/ Andrew M. Sims | |
| Andrew M. Sims Chief Executive Officer | ||
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