SOTHERLY HOTELS LP ANNOUNCES LAUNCH OF PUBLIC OFFERING OF SENIOR UNSECURED NOTESPosted on September 20, 2021 in
Williamsburg, Virginia – September 20, 2021 – Sotherly Hotels Inc. (NASDAQ: SOHO) (the “Company”) today announced that its operating partnership, Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, “we”, “us” and “our”), has commenced an underwritten public offering of its senior unsecured notes (the “Notes”), subject to market and other conditions. The Notes will be fully and unconditionally guaranteed by the Company. The Operating Partnership expects to grant to the underwriters a 30-day option to purchase up to an additional 15% of the Notes being offered to cover over-allotments, if any, at the public offering price. The Operating Partnership has applied to list the Notes on the NASDAQ® Global Market under the symbol “SOHOL.”
The Operating Partnership intends to use the net proceeds from the offering to further strengthen our balance sheet, including repaying $20.0 million of outstanding secured indebtedness under our secured notes issued to KWHP SOHO, LLC and MIG SOHO, LLC, plus any accrued but unpaid interest and any make-whole amounts or premium then due and payable on such secured debt, which we estimate to be approximately $9.7 million. In addition, the Operating Partnership will use a portion of the net proceeds from the sale of the Notes to fund the deposit of one year of interest payments into a reserve account from which the first four quarterly payments on the notes will be paid, and intends to use the remaining net proceeds from sale of the Notes, if any, for general corporate purposes.
Piper Sandler & Co. and Janney Montgomery Scott are acting as joint book-running managers for the offering. The offering is being conducted as a public offering under the Company’s and the Operating Partnership’s jointly filed registration statement on Form S-11, which has been filed with the Securities and Exchange Commission (“SEC”) (File Nos. 333-258195 and 333-258195-01) but has not yet been declared effective. The Notes may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The offering is being made only by means of a preliminary prospectus. Copies of the preliminary prospectus and the prospectus, once available, can be obtained from Piper Sandler & Co. at 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Prospectus Department, or by calling toll-free 1-866-805-4128, or by email at firstname.lastname@example.org, or from Janney Montgomery Scott LLC by email at email@example.com.
This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although we believe that the expectations and assumptions reflected in the forward-looking statements are reasonable, these statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict and many of which are beyond our control.
Therefore, actual outcomes and results may differ materially from what is expressed, forecasted or implied in such forward-looking statements. Factors which could have a material adverse effect on our future results, performance and achievements, include, but are not limited to: information about our ability to complete the public offering of the Notes and the anticipated use of proceeds from the offering, national and local economic and business conditions that affect occupancy rates and revenues at our hotels and the demand for hotel products and services; risks associated with the hotel industry, including competition and new supply of hotel rooms, increases in wages, energy costs and other operating costs; risks associated with adverse weather conditions, including hurricanes; impacts on the travel industry from pandemic diseases, including COVID-19 the availability and terms of financing and capital and the general volatility of the securities markets; the Company’s intent to repurchase shares from time to time; risks associated with the level of our indebtedness and our ability to meet covenants in our debt agreements and, if necessary, to refinance or seek an extension of the maturity of such indebtedness or modify such debt agreements; management and performance of our hotels; risks associated with maintaining our system of internal controls; risks associated with the conflicts of interest of the Company’s officers and directors; risks associated with redevelopment and repositioning projects, including delays and cost overruns; supply and demand for hotel rooms in our current and proposed market areas; risks associated with our ability to maintain our franchise agreements with our third party franchisors; our ability to acquire additional properties and the risk that potential acquisitions may not perform in accordance with expectations; our ability to successfully expand into new markets; legislative/regulatory changes, including changes to laws governing taxation of REITs; the Company’s ability to maintain its qualification as a REIT; and our ability to maintain adequate insurance coverage. These risks and uncertainties are described in greater detail in our registration statement, under “Risk Factors” in our Annual Report on Form 10-K and subsequent reports filed with the SEC. We undertake no obligation to and do not intend to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially.
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. Currently, the Company’s portfolio consists of investments in twelve hotel properties, comprising 3,156 rooms, as well as interests in two condominium hotels and their associated rental programs. The Company owns hotels that operate under the Hilton Worldwide, Marriott International, Inc., and Hyatt Hotels Corporation brands, as well as independent hotels. Sotherly Hotels Inc. was organized in 2004 and is headquartered in Williamsburg, Virginia.
Contact at the Company:
Sotherly Hotels Inc.
306 S Henry Street, Suite 100
Williamsburg, Virginia 23185