8-K 1 soho-8k_20160823.htm FORM 8-K soho-8k_20160823.htm

 

 

 

 

 

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): August 23, 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 2.04Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 

 

On August 23, 2016, Sotherly Hotels LP (the “Operating Partnership”), whose sole general partner is Sotherly Hotels Inc., notified Wilmington Trust, National Association (the “Trustee”) of the Operating Partnership’s intent to redeem the entire $27.6 million aggregate principal amount of its 8.00% Senior Unsecured Notes due 2018 (the “Notes”), pursuant to the indenture dated as of September 30, 2013 (the “Indenture”) by and between the Operating Partnership and the Trustee on the following terms:

 

 

·

The Notes will be redeemed on September 30, 2016 (the “Redemption Date”);

 

 

·

The Notes will be redeemed at a redemption price equal to 101% of the principal amount of the Notes (the “Redemption Price”), plus any accrued and unpaid interest to, but not including, the Redemption Date;

 

 

·

The paying agent is Wilmington Trust, National Association (“Paying Agent”), whose address is Rodney Square North, 1100 N. Market Street, Wilmington, DE  19890;

 

 

·

The Notes must be surrendered to the Paying Agent at the above address to collect the Redemption Price plus accrued interest, if any; and

 

 

·

Unless the Operating Partnership defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed.

 

We understand that redemption notices and other materials relating to the redemption of the Notes were distributed to holders of the Notes on or about August 29, 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: August 29, 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