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): June 28, 2022
SOTHERLY HOTELS INC.
SOTHERLY HOTELS LP
(Exact name of Registrant as Specified in Its Charter)
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Maryland (Sotherly Hotels Inc.) Delaware (Sotherly Hotels LP) | 001-32379 (Sotherly Hotels Inc.) 001-36091 (Sotherly Hotels LP) | 20-1531029 (Sotherly Hotels Inc.) 20-1965427 (Sotherly Hotels LP) |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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306 South Henry Street, Suite 100 Williamsburg, Virginia | | 23185 |
(Address of Principal Executive Offices) | | (Zip Code) |
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:
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☐ | 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)) |
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.
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | SOHO | The NASDAQ Stock Market LLC |
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHOB | The NASDAQ Stock Market LLC |
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHOO | The NASDAQ Stock Market LLC |
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHON | The NASDAQ Stock Market LLC |
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 28, 2022, affiliates of Sotherly Hotels Inc. (the “Company”), the sole general partner of Sotherly Hotels LP (the “Operating Partnership”), entered into amended loan documents to modify the existing mortgage loan (as amended, the “Mortgage Loan”) on the Hotel Alba Tampa (the “Hotel”) with the existing lender, Fifth Third Bank. Pursuant to the amended loan documents, the Mortgage Loan:
•has an increased principal balance of $25.0 million;
•includes an extended maturity date of June 30, 2025, which may be further extended for two additional periods of one year each, subject to certain conditions;
•bears a floating interest rate of SOFR plus 2.75%, subject to a floor rate of 2.75%;
•amortizes on a 25-year schedule and requires payments of monthly interest plus $40,600 monthly amortization payments; and
•is guaranteed by the Operating Partnership up to $12.5 million, with the guaranty reducing to $6.25 million upon the successful achievement of certain performance milestones.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation.
Pursuant to the terms of the secured notes (the “KW Notes”) with KWHP SOHO, LLC and MIG SOHO, LLC (together, “KW”), we were required to use net cash proceeds received in connection with the refinance of the Hotel described in Item 2.03 above to make certain payments to KW as lenders under the KW Notes. On June 28, 2022, the Company used the proceeds from the refinance of the Hotel, along with approximately $0.21 million of cash on hand as well as the balance of the interest reserve under the KW Notes of approximately $0.53 million, to satisfy and pay in full the KW Notes. KW received approximately $8.27 million in satisfaction of the KW Notes, of which approximately $5.61 million was applied toward principal, approximately $2.64 million was applied toward the exit fee owed under the KW Notes, and approximately $0.02 million was applied toward accrued interest.
Concurrent with the cancellation of the KW Notes, the following agreements were also terminated in accordance with their terms: Note Purchase Agreement; (ii) Pledge and Security Agreement; (iv) Board Observer Agreement; and (v) other related ancillary agreements.
Item 7.01 Regulation FD Disclosure.
On June 29, 2022, the Company issued a press release announcing the transactions effected pursuant to the debt financing of the Hotel and the satisfaction of the KW secured notes. A copy of the press release is attached to the Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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Date: June 29, 2022 | | SOTHERLY HOTELS INC. |
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| | By: | /s/ Anthony E. Domalski |
| | | Anthony E. Domalski |
| | | Chief Financial Officer |
| | SOTHERLY HOTELS LP |
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| | | by its General Partner, |
| | | SOTHERLY HOTELS INC. |
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| | By: | /s/ Anthony E. Domalski |
| | | Anthony E. Domalski |
| | | Chief Financial Officer |
