Sotherly Hotels Inc. (NASDAQ: SOHO) entered into a definitive merger agreement with KW Kingfisher LLC, a joint venture led by Kemmons Wilson Hospitality Partners, LP and Ascendant Capital Partners, LP.
Under the agreement, KW Kingfisher will acquire all outstanding shares of SOHO for $2.25 per share in cash, valuing the transaction at approximately $46.1 million. The purchase price represents a premium of 152.7% to SOHO’s closing share price of $0.89 on October 24, 2025 and 126.4% to the 30‑day volume‑weighted average price.
The transaction is the highest premium paid for a public REIT in the past five years, according to Sotherly’s Chairman Andrew Sims, and will result in the delisting of SOHO from the Nasdaq exchange. The merger is expected to close in the first quarter of 2026, subject to customary closing conditions and shareholder approval.
Sotherly’s full board of directors unanimously approved the merger agreement following a unanimous recommendation from a special committee of independent directors. Preferred stockholders were given the option to convert their shares to common stock and receive the merger consideration or remain as preferred shareholders unaffected by the merger.
The transaction is financed in part by debt commitments from affiliates of Apollo and Ascendant Capital Partners. Sotherly’s special committee retained Piper Sandler & Co. and Frost Brown Todd LLP as financial advisors, while KW Kingfisher’s advisors include Bass, Berry & Sims PLC, Milbank LLP, and Berkadia.
As part of the deal, Sotherly canceled its planned conference call to discuss financial results for the quarter ended September 30, 2025, and will not issue a separate earnings release for that period. The company’s portfolio includes ten full‑service hotels with 2,786 rooms across seven states, plus interests in two condominium hotels.
Halper Sadeh LLC, a shareholder‑rights law firm, has announced an investigation into the fairness of the transaction, focusing on whether the board obtained the best possible consideration for shareholders and whether all material information was disclosed.
KW Kingfisher’s leadership, including Kemmons Wilson Hospitality Partners’ Chief Investment Officer Webb Wilson and Ascendant Capital Partners’ Chief Investment Officer Alex Halpern, stated that the acquisition will bring additional resources and expertise to accelerate growth and enhance shareholder value.
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