UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 5, 2015

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact Name of Registrant as Specified in its Charter)

Maryland (Sotherly Hotels Inc.)	001-32379 (Sotherly Hotels Inc.)	20-1531029 (Sotherly Hotels Inc.)
Delaware (Sotherly Hotels LP)	001-36091 (Sotherly Hotels LP)	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

(757) 229-5648

(Address, including Zip Code and Telephone Number, including

Area Code, of Principal Executive Offices)

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))

Item 1.01 Entry into a Material Definitive Agreement.

On May 5, 2015, affiliates of Sotherly Hotels Inc. (the “Company”), the sole general partner of Sotherly Hotels LP, entered into a loan agreement and other loan documents to secure a $47.0 million mortgage (the “Mortgage Loan”) on the Georgian Terrace (the “Hotel”) with Bank of America, N.A.

Pursuant to the loan documents:

• The maturity date of the Mortgage Loan is June 1, 2025; and

• The Mortgage Loan carries a fixed interest rate of 4.42% and amortizes on a 30-year schedule.

The Company used the proceeds from the Mortgage Loan to repay the existing first mortgage on the Hotel and to pay closing costs, and will use the balance of the proceeds to partially fund ongoing renovations at the Hotel and for general corporate purposes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 6, 2015, the Company issued a press release announcing the transactions effected pursuant to the debt financing of the Georgian Terrace. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Sotherly Hotels Inc. dated May 6, 2015, announcing the transaction effected pursuant to the debt financing of the Georgian Terrace.

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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 6, 2015

SOTHERLY HOTELS INC.
By:	/s/ Andrew M. Sims
	Andrew M. Sims Chief Executive Officer
SOTHERLY HOTELS LP
by its General Partner,     SOTHERLY HOTELS INC.
By:	/s/ Andrew M. Sims
	Andrew M. Sims Chief Executive Officer

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Exhibit List

99.1 Press Release of Sotherly Hotels Inc. dated May 6, 2015, announcing the transaction effected pursuant to the debt financing of the Georgian Terrace.

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