| Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On April 11, 2019, 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 1,080,000 shares (the “Shares”) of the Company’s newly designated 8.25% Series D cumulative redeemable perpetual preferred stock, par value $0.01 per share (the “Series D Preferred Stock”). In addition, the Underwriting Agreement provides the Underwriters a30-day option to purchase up to an additional 162,000 shares of Series D Preferred Stock from the Company to cover over-allotments, if any. The Offering is expected to close on April 18, 2019, 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 12, 2019, the Company filed Articles of Amendment (the “Amendment”) to its Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland that provided for an increase in the number of authorized shares of the Company’s common stock, $0.01 par value per share, from 49,000,000 to 69,000,000 and a corresponding increase in the number of authorized shares of capital stock of the Company from 60,000,000 to 80,000,000.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form8-K and is incorporated herein by reference.
