S o THERLY 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 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.