0001564590-17-019514.txt : 20171016 0001564590-17-019514.hdr.sgml : 20171016 20171016161205 ACCESSION NUMBER: 0001564590-17-019514 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171012 ITEM INFORMATION: Other Events FILED AS OF DATE: 20171016 DATE AS OF CHANGE: 20171016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sotherly Hotels Inc. CENTRAL INDEX KEY: 0001301236 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32379 FILM NUMBER: 171138831 BUSINESS ADDRESS: STREET 1: 410 W. FRANCIS STREET CITY: WILLIAMSBURG STATE: VA ZIP: 23185 BUSINESS PHONE: 757-229-5648 MAIL ADDRESS: STREET 1: 410 W. FRANCIS STREET CITY: WILLIAMSBURG STATE: VA ZIP: 23185 FORMER COMPANY: FORMER CONFORMED NAME: Sotherly Hotel Inc. DATE OF NAME CHANGE: 20130416 FORMER COMPANY: FORMER CONFORMED NAME: MHI Hospitality CORP DATE OF NAME CHANGE: 20040823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOTHERLY HOTELS LP CENTRAL INDEX KEY: 0001313536 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36091 FILM NUMBER: 171138832 BUSINESS ADDRESS: STREET 1: 410 W. FRANCIS STREET CITY: WILLIAMSBURG STATE: VA ZIP: 23185 BUSINESS PHONE: 757-229-5648 MAIL ADDRESS: STREET 1: 410 W. FRANCIS STREET CITY: WILLIAMSBURG STATE: VA ZIP: 23185 FORMER COMPANY: FORMER CONFORMED NAME: MHI HOSPITALITY LP DATE OF NAME CHANGE: 20050106 8-K 1 soho-8k_20171012.htm 8-K soho-8k_20171012.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): October 12, 2017

 

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:

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Sotherly Hotels Inc.    ☐Sotherly Hotels LP    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Sotherly Hotels Inc.    ☐Sotherly Hotels LP    ☐

 

 

 

 

Item 8.01Other Events.

 

On October 12, 2017, 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 $25.3 million aggregate principal amount of its 7.00% Senior Unsecured Notes due 2019 (the “Notes”), pursuant to the base indenture dated as of November 21, 2014 and the first supplemental indenture dated as of November 21, 2014 by and between the Operating Partnership and the Trustee (together, the “Indenture”) on the following terms:

 

 

•

The Notes will be redeemed on November 15, 2017 (the “Redemption Date”);

 

 

•

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

 

 

•

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; 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 have instructed the Trustee to send redemption notices and other materials relating to the redemption of the Notes to holders of the Notes on or about October 16, 2017.

 

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:  October 16, 2017

 

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