UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Sotherly Hotels Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 20-1531029 | |
| (State of incorporation or organization) | (IRS Employer Identification No.) |
Sotherly Hotels LP
(Exact name of registrant as specified in its charter)
| Delaware | 20-1965427 | |
| (State of incorporation or organization) | (IRS Employer Identification No.) |
410 W. Francis Street
Williamsburg, Virginia 23185
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| 7.00% Senior Unsecured Notes Due 2019 of Sotherly Hotels LP, Fully and Unconditionally Guaranteed by Sotherly Hotels Inc. |
The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-199256 and 333-199256-01
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrants’ Securities to be Registered. |
The description of the 7.00% Senior Unsecured Notes due 2019 of Sotherly Hotels LP (the “Operating Partnership”), fully and unconditionally guaranteed by Sotherly Hotels Inc. (collectively, with the Operating Partnership the “Registrants”), registered hereby is incorporated by reference from the “Description of the Note and Guarantee” in the Registrants’ prospectus supplement filed with the Securities and Exchange Commission (the “Commission”) on November 20, 2014 pursuant to Rule 424(b)(5) under the Securities Act of 1933 and under the heading “Description of Debt Securities and Related Guarantees” in the accompanying prospectus that constitutes a part of the Registrants’ Form S-3 (Registration Nos. 333-199256 and 333-199256-01), filed with the Commission on October 10, 2014.
| Item 2. | Exhibits. |
| Exhibit |
Description | |
| 4.1 | Indenture, dated as of November 21, 2014 among Sotherly Hotels Inc., Sotherly Hotels LP and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.8 to the Registrants’ Form 8-K filed on November 21, 2014). | |
| 4.2 | First Supplemental Indenture, dated as of November 21, 2014 among Sotherly Hotels Inc., Sotherly Hotels LP and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.9 to the Registrants’ Form 8-K filed on November 21, 2014). | |
| 4.3 | Form of 7.00% Senior Unsecured Note due 2019 (included as Exhibit A to the First Supplemental Indenture filed as Exhibit 4.2 hereto). | |
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: November 21, 2014 | SOTHERLY HOTELS LP, | |||||
| by its General Partner, | ||||||
| SOTHERLY HOTELS INC. | ||||||
| By: | /s/ David R. Folsom | |||||
| Name: | David R. Folsom | |||||
| Its: | President and Chief Operating Officer | |||||
|
SOTHERLY HOTELS INC. | ||||||
| By: | /s/ David R. Folsom | |||||
| Name: | David R. Folsom | |||||
| Its: | President and Chief Operating Officer | |||||