Attached files

file filename
EX-1.1 - EX-1.1 - Sotherly Hotels Inc.d243273dex11.htm

 

 

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): August 22, 2016 (August 16, 2016)

 

 

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)   20-1965427 (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.

Underwriting Agreement

On August 16, 2016, Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP, a Delaware limited partnership of which the Company is the sole general partner (the “Operating Partnership”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Sandler O’Neill & Partners, L.P. (the “Representative”), as representative of the several underwriters listed therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 1,610,000 shares (the “Shares”) of the Company’s newly designated 8.0% Series B cumulative redeemable perpetual preferred stock, par value $0.01 per share (the “Series B Preferred Stock”). In addition, the Underwriting Agreement provides the Underwriters a 30-day option to purchase up to an additional 241,500 shares of Series B Preferred Stock from the Company to cover over-allotments, if any. The Offering is expected to close on August 23, 2016, subject to customary closing conditions.

The Company and the Operating Partnership made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the Registration Statement (as defined in the Underwriting Agreement) in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of those liabilities. The Underwriting Agreement contains customary closing and termination provisions.

The foregoing summary of the Underwriting Agreement, including the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is incorporated by reference hereto as Exhibit 1.1.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

1.1 Underwriting Agreement by and among Sotherly Hotels Inc., Sotherly Hotels LP and Sandler O’Neill & Partners, L.P., as representative of the several Underwriters named therein, dated August 16, 2016.


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.

Date: August 22, 2016

 

SOTHERLY HOTELS INC.
By:  

/s/ David R. Folsom

  David R. Folsom
  Chief Operating Officer
SOTHERLY HOTELS LP
 

by its General Partner,

SOTHERLY HOTELS INC.

By:  

/s/ David R. Folsom

  David R. Folsom
  Chief Operating Officer


Exhibit List

 

1.1 Underwriting Agreement by and among Sotherly Hotels Inc., Sotherly Hotels LP and Sandler O’Neill & Partners, L.P., as representative of the several Underwriters named therein, dated August 16, 2016.