Announcement • Feb 14
Sotherly Hotels Inc.(NasdaqCM:SOHO) dropped from NASDAQ Composite Index Sotherly Hotels Inc.has been dropped from the NASDAQ Composite Index Announcement • Feb 13
KW Kingfisher LLC, Investment Arm completed the acquisition of Sotherly Hotels Inc. (NasdaqCM:SOHO). KW Kingfisher LLC, Investment Arm entered into an agreement and plan of merger to acquire Sotherly Hotels Inc. (NasdaqCM:SOHO) for $46.3 million on October 24, 2025. A cash consideration valued at $2.25 per share will be paid by KW Kingfisher LLC, Investment Arm. The Merger Consideration represents a premium of 152.7% to the Company’s closing share price on October 24, 2025, the last trading day prior to the announcement of the transaction, and a 126.4% premium to the volume weighted average share price over the previous 30 days. Affiliates of Apollo (NYSE: APO) and Ascendant provided debt financing commitments to the Joint Venture in connection with the transaction. In case of termination of transaction, KW Kingfisher LLC, Investment Arm will pay a termination fee of $8 million, and seller will pay a termination fee of $4 million.
The Merger is expected to close in the first quarter of 2026, subject to approval by Sotherly stockholders and customary closing conditions. Andrew Sims, Sotherly’s Chairman of the Board and one of the Company’s largest stockholders, has agreed to vote all of his shares in favor of the transaction. The Merger Agreement has been unanimously approved by Sotherly’s full board of directors (the “Board”) following a unanimous recommendation from a special committee comprised of independent directors of the Board (the “Special Committee”). As on January 22, 2026, the transaction has been approved by Sotherly Hotels Inc shareholders.
Piper Sandler & Co. is serving as exclusive financial advisor and fairness opinion provider to the Special Committee and Jeff Hallos and James Giesel of FBT Gibbons LLP are serving as legal advisors to the Special Committee of Sotherly Hotels Inc. Richard Mattern of Bass, Berry & Sims PLC is serving as legal advisor to KWHP. Yaakov Sheinfeld, Scott Golenbock, Antonio Diaz-Albertini, and Kelsey Breck Baumberger of Milbank LLP served as debt counsel for KWHP. Berkadia is acting as the sole financial advisor and is arranging the financing for KWHP.
KW Kingfisher LLC, Investment Arm completed the acquisition of Sotherly Hotels Inc. (NasdaqCM:SOHO) on February 12, 2026. Announcement • Oct 27
KW Kingfisher LLC, Investment Arm entered into an agreement and plan of merger to acquire Sotherly Hotels Inc. (NasdaqCM:SOHO) for $46.3 million. KW Kingfisher LLC, Investment Arm entered into an agreement and plan of merger to acquire Sotherly Hotels Inc. (NasdaqCM:SOHO) for $46.3 million on October 24, 2025. A cash consideration valued at $2.25 per share will be paid by KW Kingfisher LLC, Investment Arm. The Merger Consideration represents a premium of 152.7% to the Company’s closing share price on October 24, 2025, the last trading day prior to the announcement of the transaction, and a 126.4% premium to the volume weighted average share price over the previous 30 days. Affiliates of Apollo (NYSE: APO) and Ascendant provided debt financing commitments to the Joint Venture in connection with the transaction. In case of termination of transaction, KW Kingfisher LLC, Investment Arm will pay a termination fee of $8 million and seller will pay a termination fee of $4 million.
The Merger is expected to close in the first quarter of 2026, subject to approval by Sotherly stockholders and customary closing conditions. Andrew Sims, Sotherly’s Chairman of the Board and one of the Company’s largest stockholders, has agreed to vote all of his shares in favor of the transaction. The Merger Agreement has been unanimously approved by Sotherly’s full board of directors (the “Board”) following a unanimous recommendation from a special committee comprised of independent directors of the Board (the “Special Committee”).
Piper Sandler & Co. is serving as exclusive financial advisor and fairness opinion provider to the Special Committee and Jeff Hallos and James Giesel of Frost Brown Todd LLP are serving as legal advisors to the Special Committee of Sotherly Hotels Inc. Richard Mattern of Bass, Berry & Sims PLC is serving as legal advisor to KWHP. Milbank LLP served as debt counsel for KWHP. Berkadia is acting as the sole financial advisor and is arranging the financing for KWHP. 
