Sotherly Hotels LP
Sotherly Hotels Inc.
306
South Henry Street, Suite 100
Williamsburg, Virginia 23185
Telephone: (757) 229-5648
October 5, 2021
Via EDGAR
Division of Corporation Finance
U.S. Securities
and Exchange Commission
100 F Street, N.E.
Washington, D.C.
20549
Sotherly Hotels Inc
Registration
Statement on Form S-11
File No. 333-258195 and
File No. 333-258195-01
Dear Sir or Madam:
Pursuant to Rule 477 of Regulation C under
the Securities Act of 1933, as amended (the Act), Sotherly Hotels Inc., a Maryland corporation (the Company), and Sotherly Hotels LP, a Delaware limited partnership (the Partnership), hereby respectfully request
that the U.S. Securities and Exchange Commission (the Commission) consent to the withdrawal of the Partnerships and the Companys jointly-filed Registration Statement on Form S-11 (File
Nos. 333-258195 and 333-258195-01), as originally filed with the Commission on July 27, 2021 and most recently amended on
September 20, 2021, together with all exhibits thereto (the Registration Statement), with such application to be approved effective as of the date hereof or at the earliest practical date thereafter.
The Registration Statement was filed in connection with a proposed offering of senior unsecured notes of the Partnership, guaranteed by the Company (the
Notes). The Partnership and the Company have determined not to proceed at this time with the registration and sale of the Notes as contemplated by the Registration Statement due to market conditions. Based upon the foregoing, the
Partnership and the Company believe the withdrawal to be consistent with the public interest and the protection of investors as contemplated by paragraph (a) of Rule 477 of the Act. The Partnership and the Company confirm that the Registration
Statement has not been declared effective and no securities were issued or sold pursuant to the Registration Statement or the prospectus contained therein.
The Partnership and the Company further request that, in accordance with Rule 457(p) of the Act, all fees paid to the Commission in connection with the filing
of the Registration Statement be credited for future use.
We would appreciate it if you would please send a copy of the written order granting withdrawal
of the Registration Statement to us at: 306 South Henry Street, Suite 100, Williamsburg, Virginia 23185, Attention: Robert E. Kirkland IV. It is our understanding that this application for withdrawal of the Registration Statement will be deemed
granted at the time the application is filed with the Commission unless, within 15 calendar days after the application is filed, the Commission notifies us that the application for withdrawal will not be granted.