8-K

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): July 7, 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 July 7, 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 an $18.5 million mortgage (the “Mortgage Loan”) on the Crowne Plaza Jacksonville Riverfront (the “Hotel”) with Bank of the Ozarks.

Pursuant to the loan documents:

• The initial term of the Mortgage Loan is four years, and may be extended for one additional period of one year, subject to certain criteria;

• The Mortgage Loan bears a floating interest rate of the 30-day LIBOR plus 3.5%, subject to a floor rate of 4.0%;

• The Mortgage Loan amortizes on a 25-year schedule; and

• The Mortgage Loan has a prepayment penalty if prepaid during the initial two years.

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 July 13, 2015, the Company issued a press release announcing the transactions effected pursuant to the debt financing of the Hotel. 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 9.01. Financial Statements and Exhibits.

(a) Exhibits

99.1 Press Release of Sotherly Hotels Inc. dated July 13, 2015.

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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: July 13, 2015

SOTHERLY HOTELS INC.
By:	/s/ David R. Folsom
	David R. Folsom Chief Operating Officer
SOTHERLY HOTELS LP by its General Partner, SOTHERLY HOTELS INC.
By:	/s/ David R. Folsom
	David R. Folsom Chief Operating Officer

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Exhibit List

99.1 Press Release of Sotherly Hotels Inc. dated July 13, 2015.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

MONDAY, JULY 13, 2015

SOTHERLY HOTELS INC. ANNOUNCES REFINANCING OF JACKSONVILLE HOTEL

Williamsburg, Virginia – July 13, 2015 – S^OTHERLY Hotels Inc. (NASDAQ: SOHO) (the “Company”) announced that it has successfully executed an $18.5 million secured loan with Bank of the Ozarks collateralized by a first mortgage on the Crowne Plaza Jacksonville Riverfront in Jacksonville, Florida (the “Hotel”). The loan carries a 4-year term, a floating interest rate of the 30-day LIBOR rate plus 3.5% with a 4.0% interest rate floor, and amortizes on a 25-year schedule. The proceeds from the loan were used to repay the existing first mortgage and to pay closing costs, partially fund the ongoing renovation project, and for general corporate purposes. The Company is in the process of rebranding the Hotel to the DoubleTree by Hilton flag which is anticipated to occur in September 2015.

About S^OTHERLY Hotels Inc.

S^OTHERLY Hotels Inc. is a self-managed and self-administered lodging REIT focused on the acquisition, renovation, upbranding and repositioning of upscale and upper upscale full-service hotels in the Southern United States. Currently, the Company’s portfolio consists of investments in twelve hotel properties, eleven of which are wholly-owned and comprise 2,698 rooms. The Company also has a 25.0% interest in the Crowne Plaza Hollywood Beach Resort. Most of the Company’s properties operate under the Hilton Worldwide, InterContinental Hotels Group and Starwood Hotels and Resorts brands. S^OTHERLY Hotels Inc. was organized in 2004 and is headquartered in Williamsburg, Virginia. For more information, please visit www.sotherlyhotels.com.

Contact at the Company:

Scott Kucinski

S^OTHERLY Hotels Inc.

410 West Francis Street

Williamsburg, Virginia 23185

(757) 229-5648