0001564590-19-019837.txt : 20190520 0001564590-19-019837.hdr.sgml : 20190520 20190520162825 ACCESSION NUMBER: 0001564590-19-019837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190520 ITEM INFORMATION: Other Events FILED AS OF DATE: 20190520 DATE AS OF CHANGE: 20190520 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: 19839139 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: 19839138 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_20190520.htm 8-K soho-8k_20190520.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): May 20, 2019

 

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    ☐

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

SOHO

The NASDAQ Stock Market LLC

8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value

SOHOB

The NASDAQ Stock Market LLC

7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value

SOHOO

The NASDAQ Stock Market LLC

8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value

SOHON

The NASDAQ Stock Market LLC

7.25% Senior Unsecured Notes due 2021

SOHOK

The NASDAQ Stock Market LLC

 

 

 

 

Item 8.01 Other Events.

On May 20, 2019, Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership”), whose sole general partner is Sotherly Hotels Inc., a Maryland corporation (the “Company”), redeemed the entire $25.0 million aggregate principal amount of its outstanding 7.25% senior unsecured notes due 2021 (the “Notes”) in accordance with the notice of redemption delivered on April 18, 2019 to Wilmington Trust, National Association (the “Trustee”), as trustee for the Notes, the terms of which were previously disclosed in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2019.  As a result, the indenture dated as of February 12, 2018 between the Operating Partnership and the Trustee was satisfied and discharged in accordance with its terms.

 

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 20, 2019

 

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