Sotherly Hotels Acquired for $1 Billion

TL;DR

SOHO is being bought for $1B by Davidson Kempner - deal expected Q1 2025.

AI Summary

Sotherly Hotels Inc. (SOHO) announced on November 5, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Davidson Kempner Capital Management LP. The transaction is valued at approximately $1.0 billion, including the assumption of debt. The acquisition is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by Davidson Kempner Capital Management LP signifies a major strategic shift for Sotherly Hotels, potentially leading to changes in management, operations, and future growth strategies under new ownership.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and there is always a risk that such deals may not be completed.

Key Numbers

• $1.0B — Transaction Value (Total value of the acquisition, including assumed debt.)
• Q1 2025 — Expected Closing (Anticipated timeframe for the completion of the acquisition.)

Key Players & Entities

• Sotherly Hotels Inc. (company) — Acquired company
• Davidson Kempner Capital Management LP (company) — Acquiring entity
• $1.0 billion (dollar_amount) — Transaction valuation
• first quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value SOHO The NASDAQ Stock Mar

Filing Documents

• soho-20241105.htm (8-K) — 64KB
• 0000950170-24-121865.txt ( ) — 251KB
• soho-20241105.xsd (EX-101.SCH) — 63KB
• soho-20241105_htm.xml (XML) — 12KB

01 Other Events

Item 8.01 Other Events. As previously disclosed in a Form 12b-25 Notification of Late Filing (the "Form 12b-25") filed on May 16, 2024 and a Form 12b-25 filed on August 12, 2024 by Sotherly Hotels Inc., a Maryland corporation (the "Company"), and Sotherly Hotels LP (the "Partnership"), a Delaware limited partnership of which the Company is the sole general partner (each a "Registrant," and together, the "Registrants"), the Registrants were delayed in filing their Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 (the "1Q24 Form 10-Q") and June 30, 2024 (the "2Q24 Form 10-Q"), respectively, with the U.S. Securities and Exchange Commission. The Registrants have concluded their evaluation of the presentation of the preferred units on the balance sheet of the Partnership as permanent equity, rather than as temporary equity (mezzanine), and have concluded that no changes to the presentation were required. On November 5, 2024, the Registrants filed their 1Q24 Form 10-Q. While the Company can provide no assurances as to timing, the Company will continue to work diligently to complete and file the 2Q24 Form 10-Q as soon as practicable. The Nasdaq Stock Market LLC ("Nasdaq") has granted the Registrants an exception until November 18, 2024 to file their delinquent Form 10-Qs. The Registrants believe they will meet this deadline and regain compliance with the relevant Nasdaq Listing Rules.

SIGNATURES

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: November 6, 2024 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

View Full Filing

View this 8-K filing on SEC EDGAR