8-K
SOTHERLY HOTELS LP (SOHOB)
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): January 24, 2023
SOTHERLY HOTELS INC.
SOTHERLY HOTELS LP
(Exact name of Registrant as Specified in Its Charter)
| Maryland (Sotherly Hotels Inc.)<br><br>Delaware (Sotherly Hotels LP) | 001-32379 (Sotherly Hotels Inc.)<br><br>001-36091 (Sotherly Hotels LP) | 20-1531029 (Sotherly Hotels Inc.)<br><br>20-1965427 (Sotherly Hotels LP) |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 306 South Henry Street, Suite 100<br><br>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 |
Item 7.01 Regulation FD Disclosure.
On January 24, 2023, Sotherly Hotels Inc., a Maryland corporation (the “Company”) and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership, issued a press release (the “Press Release”) announcing the reinstatement of quarterly dividends on the Company's preferred stock. A copy of the Press Release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
In accordance with General Instruction 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 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.
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press Release of Sotherly Hotels Inc. dated January 24, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: January 24, 2023 | 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 |
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
TUESDAY, JANUARY 24, 2023
SOTHERLY HOTELS INC. ANNOUNCES REINSTATEMENT OF
QUARTERLY PREFERRED DIVIDENDS
Williamsburg, Virginia – January 24, 2023 – Sotherly Hotels Inc. (NASDAQ: SOHO), (the “Company”), today announced that its Board of Directors has authorized payment of quarterly cash dividends for the Company’s Series B, Series C, and Series D Preferred Stock that were previously declared on January 27, 2020.
The Board of Directors authorized, and the Company has declared, a quarterly cash dividend of $0.50 per share of beneficial interest of the Company’s 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock. The Series B preferred dividend will be paid on March 15, 2023 to shareholders of record as of February 28, 2023.
The Board of Directors also authorized, and the Company has declared, a quarterly cash dividend of $0.4921875 per share of beneficial interest of the Company’s 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock. The Series C preferred dividend will be paid on March 15, 2023 to shareholders of record as of February 28, 2023.
The Board of Directors also authorized, and the Company has declared, a quarterly cash dividend of $0.515625 per share of beneficial interest of the Company’s 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock. The Series D preferred dividend will be paid on March 15, 2023 to shareholders of record as of February 28, 2023.
“We are pleased to announce the reinstatement of quarterly preferred dividend payments, which was facilitated by the continued recovery of the Company’s operating fundamentals,” commented Dave Folsom, the Company’s President and Chief Executive Officer. “Additionally, in the future, we intend to reduce the amount of accrued preferred dividends through the periodic announcement of special dividends, as warranted by market conditions and the Company’s profitability.”
About Sotherly Hotels Inc.
Sotherly Hotels Inc. is a self-managed and self-administered lodging REIT focused on the acquisition, renovation, upbranding and repositioning of upscale to upper-upscale full-service hotels in the Southern United States. Sotherly may also opportunistically acquire hotels throughout the United States. Currently, the Company’s portfolio consists of investments in ten hotel properties, comprising 2,786 rooms, as well as interests in two condominium hotels and their associated rental programs. The Company owns hotels that operate under the Hilton Worldwide and Hyatt Hotels Corporation brands, as well as independent hotels. Sotherly Hotels Inc. was organized in 2004 and is headquartered in Williamsburg, Virginia. For more information, please visit www.sotherlyhotels.com.
Contact at the Company:
Mack Sims
Sotherly Hotels Inc.
306 South Henry Street, Suite 100
Williamsburg, Virginia 23185
(757) 229-5648