SOHO News & Events

Kemmons Wilson Hospitality Partners, together with Ascendant Capital Partners, through their joint venture, KW Kingfisher and Sotherly Hotels announced the completion of the definitive merger pursuant to which Sotherly was acquired by the Joint Venture. The previously announced definitive merger agreement, pursuant to which the Joint Venture acquired all outstanding shares of Sotherly common stock for $2.25 per share in cash, was approved by Sotherly stockholders at a Special Meeting of stockholders held on January 22, 2026, following the prior unanimous approval of Sotherly's full board of directors and unanimous recommendation from a special committee comprised of independent directors of the Sotherly Board. In conjunction with the closing, Schulte Hospitality Group will assume operations of Sotherly's 10 full-service hotels and its single condo-hotel management agreement. In addition to hotel management, the founders of SHG have invested alongside the investor group acquiring Sotherly, further aligning SHG with the ownership of the Sotherly portfolio. Headquartered in Louisville, Kentucky, SHG oversees a premier portfolio of more than 250 hotels, restaurants, and other hospitality ventures.

In a regulatory filing, Soho House said that as previously disclosed, on August 15, 2025, Soho House entered into an Agreement and Plan of Merger with EH Parent LLC, a Delaware limited liability company and an affiliate of The Yucaipa Companies LLC, a Delaware limited liability company, and EH MergerSub Inc. In connection with the execution of the Merger Agreement, MCR Hospitality Fund IV LP and MCR Hospitality Fund IV QP LP delivered an equity commitment letter pursuant to which MCR committed, subject to the terms and conditions thereof, to purchase $200M of shares of Merger Sub common stock at a price of $9.00 per share, at or prior to the closing of the Merger. MCR's Closing Commitment is intended to be used to fund a portion of the consideration payable to the company's stockholders in connection with the Merger. On January 5, 2026, MCR informed Yucaipa that it will not be able to fund its Closing Commitment in full at or prior to the currently anticipated Closing date. However, Yucaipa and the Special Committee of the Board of Directors of the company, together with their respective advisors, are engaging with affiliates of MCR, as well as other parties, to secure the funding of the $200M evidenced by MCR's Closing Commitment. Soho House said: "While numerous options are being pursued, there can be no assurance that such efforts will be successful. In the meantime, the Company will proceed with its special meeting of stockholders to adopt the Merger Agreement, scheduled to occur on January 9, 2026. The parties to the Merger Agreement intend to close the Merger as soon as possible following the satisfaction of the conditions to Closing under the Merger Agreement." Shares of Soho House are down 15.6% in morning trading to $7.57.

Rollins Capital, which owns 9.3% of Sotherly Hotels' outstanding shares, believes the net value of the company's property portfolio, if operated in a private context, is greater than its announced merger consideration. Accordingly, Rollins plans to explore potential alternatives to Sotherly's merger with KW Kingfisher, which may include formulating an alternative acquisition proposal, either alone or in partnership with another hotel investor group, or initiating discussions with other potential acquirers. Rollins added that it may also seek to have discussions with officers and directors of Sotherly Hotels. Shares of Sotherly are up 1c to $2.17 in afternoon trading.

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.