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): May 23, 2022
SOTHERLY HOTELS INC.
SOTHERLY HOTELS LP
(Exact name of Registrant as Specified in Its Charter)
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.) |
| | |
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:
☐ | 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.
| | |
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 1.01Entry into a Material Definitive Agreement.
As previously reported by Sotherly Hotels Inc. (“the Company”) on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2021 (the “Original Form 8-K”), Raleigh Hotel Associates, LLC, a Delaware limited liability company and an affiliate of the Company (the “Seller”), entered into a real estate sale agreement (the “Sale 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”). As also previously reported by the Company, on February 28, 2022, the Seller and the Buyer entered into a First Amendment to the Sale Agreement pursuant to which: (i) the due diligence period expired effective upon the execution of the First Amendment; (ii) the Buyer’s earnest money deposit in the amount of $800,000 in cash was required to be deposited with the escrow agent no later than March 2, 2022; and (iii) the closing date was set for no later than May 2, 2022, subject to extension by the Buyer for up to 30 days in exchange for an additional cash deposit of $800,000. The Buyer exercised that option to extend the closing for an additional 30 days, to June 1, 2022, in exchange for the required cash deposit of $800,000.
On May 23, 2022, the Seller and the Buyer entered into a Second Amendment to the Sale Agreement pursuant to which: (i) the closing date was extended to June 10, 2022; (ii) the earnest money currently held in escrow in the amount of $1.6 million is required to be released to the Seller; and (iii) the Buyer is required to make an additional earnest money deposit of $1.4 million with the escrow agent no later than May 25, 2022, which amount is then required to be released to the Seller within one business day.
As reported on the Original Form 8-K, the closing of the sale of the Hotel remains subject to various customary closing conditions, including the accuracy of representations and warranties through closing, and conditions related to the termination of Hotel agreements and leases.
Item 9.01Financial 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.
Date: May 25, 2022 | | SOTHERLY HOTELS INC. |
| | | |
| | By: | /s/ Anthony E. Domalski |
| | | Anthony E. Domalski |
| | | Chief Financial Officer |
| | SOTHERLY HOTELS LP |
| | | |
| | | by its General Partner, |
| | | SOTHERLY HOTELS INC. |
| | | |
| | By: | /s/ Anthony E. Domalski |
| | | Anthony E. Domalski |
| | | Chief Financial Officer |
