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): September 14, 2016
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.) |
| | |
410 W. Francis Street 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 (see General Instructions A.2. below):
¨ | 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 September 14, 2016, Sotherly Hotels Inc. (“Sotherly” or the “Company”), a Maryland corporation and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership, entered into a Commercial Unit Purchase Agreement and a related addendum (collectively, the “Agreement”) to purchase the commercial unit of the Hyde Resort & Residences (the “Hotel”), a condominium hotel under development in the Hollywood, Florida market, for a price of $4.25 million from 4111 South Ocean Drive, LLC (the “Seller”). The Agreement also includes the Company’s purchase of certain inventories consistent with the management and operation of the Hotel and the related condominium association for an additional price of approximately $0.47 million. In connection with the closing under the Agreement, the Company intends to enter into a lease agreement for the 400-space parking garage and meeting rooms associated with the Hotel, a management agreement relating to the operation and management of the Hotel condominium association, and a pre-opening services agreement whereby the Seller will pay the Company a fee of $0.75 million in connection with certain pre-opening preparations. The closing of the transaction is subject to various closing conditions as described in the Agreement.
The foregoing summary description of the Agreement and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety by the complete text of the Agreement.
Item 7.01Regulation FD Disclosure.
On September 20, 2016, the Company issued a press release announcing the acquisition of the Hotel commercial unit. 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 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | | Description |
10.56 | | Commercial Unit Purchase Agreement between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016. |
10.57 | | Addendum to Commercial Unit Agreement, between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016. |
99.1 | | Press Release of Sotherly Hotels Inc. dated September 20, 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: September 20, 2016 | | SOTHERLY HOTELS INC. |
| | | |
| | By: | /s/ David R. Folsom |
| | | David R. Folsom |
| | | President and Chief Operating Officer |
| | | |
| | SOTHERLY HOTELS LP |
| | | |
| | | by its General Partner, |
| | | SOTHERLY HOTELS INC. |
| | | |
| | By: | /s/ David R. Folsom |
| | | David R. Folsom |
| | | President and Chief Operating Officer |
Exhibit Index
Exhibit Number | | Description |
10.56 | | Commercial Unit Purchase Agreement between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016. |
10.57 | | Addendum to Commercial Unit Agreement, between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016. |
99.1 | | Press Release of Sotherly Hotels Inc. dated September 20, 2016. |
