WILLIAMSBURG, Virginia—Sotherly Motels Inc. introduced that it has entered right into a definitive merger settlement with a three way partnership led and sponsored by associates of Kemmons Wilson Hospitality Companions, LP, with Ascendant Capital Companions LP serving as a strategic three way partnership accomplice, below which the three way partnership entity, KW Kingfisher LLC, will purchase all excellent shares of Sotherly frequent inventory for $2.25 per share in money (the “Merger Consideration”).
The Merger Consideration represents a premium of 152.7 % to the corporate’s closing share value on October 24, 2025, the final buying and selling day previous to the announcement of the transaction, and a 126.4 % premium to the volume-weighted common share value over the earlier 30 days. The merger settlement has been unanimously permitted by Sotherly’s full board of administrators following a unanimous suggestion from a particular committee comprised of impartial administrators of the Board.
Andrew Sims, Sotherly’s chairman of the board, acknowledged: “This transaction supplies our stockholders with a big premium over Sotherly’s present share value, and represents the very best premium paid for a public, exchange-traded REIT previously 5 years. The Particular Committee, in session with our extremely certified exterior monetary and authorized advisors, fastidiously evaluated this proposal and concluded it delivers compelling, fast, and sure money worth to our stockholders.”
David Folsom, Sotherly’s chief government officer, mentioned, “This transaction is a testomony to the high-quality portfolio that Sotherly has constructed over the previous 20+ years as a publicly traded firm, and we’re assured this may pave a path in the direction of future success for our lodges and the associates and company that get pleasure from them day-after-day.”
Webb Wilson, KWHP’s chief funding officer, added, “Sotherly has developed a particular portfolio of lodges throughout the Southeast. KWHP has an extended historical past in investing in hospitality, significantly within the Southeast, and can convey extra assets to Sotherly’s distinctive and compelling portfolio of high-quality lodges to place them for continued success over the long run. We’ve got been lucky to have identified and labored with the Sotherly workforce beforehand and look ahead to furthering the connection in our stewardship of those property.”
Alex Halpern, chief funding officer of Ascendant, added, “Ascendant brings important resort working experience and hybrid financing options to bear, and we’re excited to work intently with KWHP to put money into and help the operation of those irreplaceable property throughout enticing southeastern sub-markets.”
Associates of Apollo and Ascendant supplied debt financing commitments to the Joint Enterprise in reference to the transaction.
The merger is anticipated to shut within the first quarter of 2026, topic to approval by Sotherly stockholders and customary closing situations. Andrew Sims, Sotherly’s chairman of the board and one of many firm’s largest stockholders, has agreed to vote all of his shares in favor of the transaction.
Advisors
Piper Sandler & Co. is serving as unique monetary advisor to the Particular Committee, and Frost Brown Todd LLP is serving as authorized advisor to the Particular Committee.
Bass, Berry & Sims PLC is serving as authorized advisor to KWHP. Milbank LLP served as debt counsel for KWHP. Berkadia is performing as the only monetary advisor and is arranging the financing for KWHP.
