-
Georgian Terrace Hotel in Atlanta – Image Credit Sotherly Hotels
Sotherly Hotels Inc. has entered into a definitive agreement to be acquired by a joint venture led by Kemmons Wilson Hospitality Partners and Ascendant Capital Partners for $2.25 per share in cash.
Sotherly Hotels Inc. announced it has signed a definitive merger agreement with a joint venture led by Kemmons Wilson Hospitality Partners and Ascendant Capital Partners. The joint venture, operating under the entity KW Kingfisher LLC, will acquire all outstanding shares of Sotherly common stock at $2.25 per share in cash. This price represents a 152.7% premium over Sotherly’s closing share price on October 24, 2025, and a 126.4% premium over the 30-day volume-weighted average share price.
The merger agreement received unanimous approval from Sotherly’s board of directors, following a recommendation from a special committee of independent directors. The transaction is expected to close in the first quarter of 2026, pending approval by Sotherly stockholders and the satisfaction of customary closing conditions. Andrew Sims, Chairman of Sotherly’s board and a significant stockholder, has agreed to vote in favor of the transaction.
The joint venture’s acquisition is backed by debt financing commitments from Apollo and Ascendant’s affiliates. Holders of Sotherly’s preferred stock have the option to convert their shares into common stock to receive merger consideration, subject to the terms of the company’s charter. If not converted, the preferred stock will remain outstanding under its current terms.
The merger will not affect Sotherly’s upcoming financial disclosures, as the company will not host a conference call or issue a separate earnings release for the quarter ended September 30, 2025. Sotherly plans to file a Form 8-K with the Securities and Exchange Commission, including the merger agreement and other relevant information for stockholders.
Piper Sandler & Co. is serving as the exclusive financial advisor to Sotherly’s special committee, with Frost Brown Todd LLP as legal advisor. Bass, Berry & Sims PLC is the legal advisor to Kemmons Wilson Hospitality Partners, and Milbank LLP served as debt counsel. Berkadia is acting as the sole financial advisor and is arranging financing for the acquisition.
Sotherly Hotels Inc. will continue to operate its existing properties until the transaction is finalized. Further details regarding the merger and its implications for stockholders will be provided in the proxy statement to be filed with the SEC.
