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Sotherly Hotels Inc. (SOHO) said on Monday it has entered into a definitive merger agreement with a joint venture, KW Kingfisher LLC, formed by a group of investment funds, which will acquire all outstanding shares of the company for $2.25 per share in cash.
Shares of Sotherly Hotels jumped 130% following the news of the $46.1 million deal. KW Kingfisher LLC is a joint venture led by affiliates of Kemmons Wilson Hospitality Partners, with Ascendant Capital Partners serving as a strategic joint venture partner.
Retail sentiment on Sotherly Hotels improved to ‘extremely bullish’ from ‘neutral’ territory compared to a day ago, with message volumes at ‘extremely high’ levels, according to data from Stocktwits.
The per-share offer of $2.25 represents a premium of 152.7% over the company’s closing share price on October 24 of $0.89. Sotherly Hotels said that the merger has been unanimously approved by Sotherly’s full board of directors following a unanimous recommendation from a special committee comprised of independent directors of the board.
The company said that affiliates of Apollo (APO) and Ascendant provided debt financing commitments to the joint venture in connection with the transaction. The deal is expected to close in the first quarter of 2026.
Sotherly Hotels said that Andrew Sims, the company’s chairman of the board and one of its largest stockholders, has agreed to vote all of his shares in favor of the transaction.
Sims said that the offer represents the highest premium paid for a public, exchange-traded REIT in the past five years.
“Sotherly has developed a distinctive portfolio of hotels across the Southeast. KWHP has a long history in investing in hospitality, particularly in the Southeast, and will bring additional resources to Sotherly’s unique and compelling portfolio of high-quality hotels to position them for continued success over the long term,” said Webb Wilson, Kemmons Wilson Hospitality Partners Chief Investment Officer.
Shares of Sotherly Hotels have declined nearly 36% in the last 12 months.
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