Sotherly Hotels to be acquired by JV KW Kingfisher for $2.25 per share in cash

Sotherly Hotels (SOHO) announced that it has entered into a definitive merger agreement with a joint venture led and sponsored by affiliates of Kemmons Wilson Hospitality Partners, with Ascendant Capital Partners serving as a strategic joint venture partner, under which the Joint Venture entity, KW Kingfisher LLC, will acquire all outstanding shares of Sotherly common stock for $2.25 per share in cash. 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. The Merger Agreement 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. Affiliates of Apollo (APO) and Ascendant provided debt financing commitments to the Joint Venture in connection with the transaction. 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. As a result of this announcement, the company will not host a conference call to discuss its financial results for the quarter ended September 30, nor will they issue a separate earnings release for that period.