Globenewswireยท2025-10-27 10:30Core Viewpoint - Sotherly Hotels Inc. has entered into a definitive merger agreement with a joint venture led by Kemmons Wilson Hospitality Partners, which will acquire all outstanding shares of Sotherly common stock for $2.25 per share in cash, representing a significant premium to the current share price [1][2]. Summary by Sections Merger Agreement - The merger consideration of $2.25 per share represents a premium of 152.7% over Sotherly's closing share price on October 24, 2025, and a 126.4% premium to the volume-weighted average share price over the previous 30 days [2]. - The merger agreement has been unanimously approved by Sotherly's board of directors following a recommendation from a special committee of independent directors [2]. Management Statements - Andrew Sims, Chairman of the Board, emphasized that this transaction provides stockholders with a significant premium and is the highest premium paid for a public, exchange-traded REIT in the past five years [3]. - David Folsom, CEO, noted that the transaction reflects the high-quality portfolio built by Sotherly over the past 20 years and is expected to lead to future success for the hotels [3]. - Webb Wilson from KWHP highlighted Sotherly's distinctive portfolio of hotels and the additional resources that KWHP will bring to ensure continued success [3]. Preferred Stock - Holders of Sotherly's preferred stock will be entitled to receive the merger consideration if they elect to convert their shares into common stock after the merger closes [4]. Closing Timeline - The merger is expected to close in the first quarter of 2026, pending approval from Sotherly stockholders and customary closing conditions [5]. Financial Advisors - Piper Sandler & Co. is serving as the exclusive financial advisor to the Special Committee, while Frost Brown Todd LLP is the legal advisor [8].