SoTHERLY Hotels Inc.
(NASDAQ:SOHO) (the “Company”) today announced that its
Operating Partnership, Sotherly Hotels LP, a Delaware limited
partnership (the “Operating Partnership”), has priced an underwritten
public offering of $24.0 million of 8.0% senior unsecured notes due 2018
(the “Notes”). In addition, the Operating Partnership has granted the
underwriters a 30-day option to purchase up to an additional $3.6
million aggregate principal amount of the Notes solely to cover
over-allotments, if any, at the public offering price, less underwriting
discounts and commissions. The Notes are expected to be listed on the
NASDAQ Global Market under the symbol "SOHOL."
The net proceeds of this offering are estimated to be approximately
$22.5 million after deducting underwriting discounts and commissions and
estimated offering expenses, prior to any exercise of the underwriters’
over-allotment option. The Company expects the Operating Partnership to
use a portion of the net proceeds from the offering to redeem 100% of
the outstanding shares of the Company’s 12% Series A Cumulative
Redeemable Preferred Stock (the “Preferred Stock”) plus any accrued but
unpaid dividends and any make-whole amounts or premium then due and
payable on such Preferred Stock. The Company expects the Operating
Partnership to use the remaining net proceeds from the offering, if any,
for general corporate purposes. The offering is expected to close on
September 30, 2013, subject to customary closing conditions.
Sandler O'Neill + Partners, L.P. is acting as the sole book-runner of
the offering, and Boenning & Scattergood, Inc., Incapital LLC, J.J.B.
Hilliard, W.L. Lyons, LLC, and Ladenburg Thalmann & Co. Inc. are acting
as co-managers.
The Securities and Exchange Commission (“SEC”) has declared a
registration statement (File No. 333-189821) (including a prospectus)
relating to the Notes effective. This offering is being made solely by
means of a prospectus. A copy of the final prospectus for the offering
will be filed with the SEC. Prospective investors should read the
registration statement (including the prospectus), the final prospectus
relating to the offering (when available) and the other documents the
Operating Partnership has filed with the SEC for more complete
information about the Operating Partnership and this offering. Investors
may obtain these documents without charge by visiting the SEC website at www.sec.gov.
Alternatively, copies of the prospectus can be obtained from Sandler
O'Neill + Partners, L.P. 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 syndicate@sandleroneill.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 disclosure includes “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Although the Company believes 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 the
Company’s 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 the Company’s
future results, performance and achievements, include, but are not
limited to: national and local economic and business conditions that
affect occupancy rates and revenues at the Company’s hotels and the
demand for hotel products and services; risks associated with the hotel
industry, including competition, increases in wages and other labor
costs, energy costs and other operating costs; the magnitude and
sustainability of the economic recovery in the hospitality industry and
in the markets in which the Company operates; the availability and terms
of financing and capital and the general volatility of the securities
markets; risks associated with the level of the Company’s indebtedness
and its ability to meet covenants in its 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 the Company’s hotels; 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 the Company’s current and
proposed market areas; the Company’s ability to acquire additional
properties and the risk that potential acquisitions may not perform in
accordance with expectations; the Company’s 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 the Company’s ability to
maintain adequate insurance coverage. These risks and uncertainties are
described in greater detail in the Operating Partnership’s registration
statement, under “Risk Factors” in the Company’s Annual Report on Form
10-K and subsequent reports filed with the SEC. The Company undertakes
no obligation to and does not intend to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. Although the Company believes its current
expectations to be based upon reasonable assumptions, it can give no
assurance that its expectations will be attained or that actual results
will not differ materially.
About SoTHERLY
Hotels Inc.
SoTHERLY Hotels Inc., formerly
MHI Hospitality Corporation, is a self-managed and self-administered
lodging REIT focused on the acquisition, renovation, upbranding and
repositioning of upscale and upper upscale full-service hotels in the
Southern United States. Currently, the Company’s portfolio consists of
investments in ten hotel properties, nine of which are wholly-owned and
comprise 2,113 rooms. The Company also has a 25.0 percent interest in
the Crowne Plaza Hollywood Beach Resort. All of the Company’s properties
operate under the Hilton Worldwide, InterContinental Hotels Group and
Starwood Hotels and Resorts brands. SoTHERLY
Hotels Inc. was organized in 2004 and is headquartered in
Williamsburg, Virginia. For more information, please visit www.sotherlyhotels.com.
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