x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______________ to _______________
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Maryland (Summit Hotel Properties, Inc.)
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27-2962512 (Summit Hotel Properties, Inc.)
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Delaware (Summit Hotel OP, LP)
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27-2966616 (Summit Hotel OP, LP)
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(State or other jurisdiction
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(I.R.S. Employer Identification No.)
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of incorporation or organization)
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Title of each class
Common Stock, $0.01 par value per share
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Name of each exchange on which registered
New York Stock Exchange
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Summit Hotel OP, LP
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||
Title of each class
None
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Name of each exchange on which registered
Not applicable
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Summit Hotel Properties, Inc. o Yes x No
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Summit Hotel OP, LP o Yes x No
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Summit Hotel Properties, Inc. o Yes x No
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Summit Hotel OP, LP o Yes x No
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Summit Hotel Properties, Inc. o Yes x No
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Summit Hotel OP, LP o Yes x No
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Summit Hotel Properties, Inc. o Yes o No
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Summit Hotel OP, LP o Yes o No
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Summit Hotel Properties, Inc. x
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Summit Hotel OP, LP x
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Summit Hotel Properties, Inc
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|||
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer x
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Smaller reporting company o
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Summit Hotel OP, LP
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer x
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Smaller reporting company o
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Summit Hotel Properties, Inc. o Yes x No
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Summit Hotel OP, LP o Yes x No
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Summit Hotel Properties, Inc. Not applicable
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Summit Hotel OP, LP Not applicable
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Page
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PART I
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Item 2.
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Properties.
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1
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules.
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7
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Year Ended December 31, 2010
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|||||||||||||||||||||
Franchise/Brand
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Location
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Year of
Opening/
Conversion
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# Rooms
|
Occupancy(1)
|
ADR(2)
|
RevPAR(3)
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Segment
|
||||||||||||||
Marriott
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|||||||||||||||||||||
Courtyard by Marriott*(4)(5)
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Flagstaff, AZ
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2009
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164 | 63.70 | % | $ | 89.61 | $ | 57.08 |
Upscale
|
|||||||||||
Courtyard by Marriott(4)(6)
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Germantown, TN
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2005
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93 | 65.00 | 92.40 | 60.06 |
Upscale
|
||||||||||||||
Courtyard by Marriott(4)(6)
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Jackson, MS
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2005
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117 | 67.15 | 92.71 | 62.25 |
Upscale
|
||||||||||||||
Courtyard by Marriott(4)(7)
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Memphis, TN
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2005
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96 | 64.56 | 73.99 | 47.77 |
Upscale
|
||||||||||||||
Courtyard by Marriott(4)(8)
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Missoula, MT
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2005
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92 | 64.20 | 102.24 | 65.64 |
Upscale
|
||||||||||||||
Courtyard by Marriott(4)(9)
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Scottsdale, AZ
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2003
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153 | 57.24 | 105.86 | 60.59 |
Upscale
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||||||||||||||
Fairfield Inn by Marriott
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Baton Rouge, LA
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2004
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79 | 55.93 | 81.17 | 45.39 |
Midscale w/o F&B
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||||||||||||||
Fairfield Inn by Marriott
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Bellevue, WA
|
1997
|
144 | 60.63 | 106.31 | 64.46 |
Midscale w/o F&B
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||||||||||||||
Fairfield Inn by Marriott
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Boise, ID
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1995
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63 | 63.61 | 68.96 | 43.86 |
Midscale w/o F&B
|
||||||||||||||
Fairfield Inn by Marriott
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Denver, CO
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1997
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161 | 69.62 | 83.99 | 58.47 |
Midscale w/o F&B
|
||||||||||||||
Fairfield Inn by Marriott
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Emporia, KS
|
1994
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57 | 61.04 | 75.51 | 46.10 |
Midscale w/o F&B
|
||||||||||||||
Fairfield Inn by Marriott
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Lakewood, CO
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1995
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63 | 64.61 | 86.17 | 55.67 |
Midscale w/o F&B
|
||||||||||||||
Fairfield Inn by Marriott(4)(8)
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Lewisville, TX
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2000
|
71 | 53.27 | 73.43 | 39.12 |
Midscale w/o F&B
|
||||||||||||||
Fairfield Inn by Marriott
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Salina, KS
|
1994
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63 | 70.78 | 72.32 | 51.19 |
Midscale w/o F&B
|
||||||||||||||
Fairfield Inn by Marriott
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Spokane, WA
|
1995
|
86 | 66.64 | 106.40 | 70.90 |
Midscale w/o F&B
|
||||||||||||||
Fairfield Inn & Suites by Marriott(4)(7)
|
Germantown, TN
|
2005
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80 | 54.30 | 75.64 | 41.07 |
Midscale w/o F&B
|
||||||||||||||
Residence Inn by Marriott
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Fort Wayne, IN
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2006
|
109 | 66.20 | 93.82 | 62.11 |
Upscale
|
||||||||||||||
Residence Inn by Marriott(4)(7)
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Germantown, TN
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2005
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78 | 64.51 | 97.34 | 62.80 |
Upscale
|
||||||||||||||
Residence Inn by Marriott*(4)(10)(11)
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Portland, OR
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2009
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124 | 74.10 | 97.74 | 72.42 |
Upscale
|
||||||||||||||
Residence Inn by Marriott*(4)(12)
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Ridgeland, MS
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2007
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100 | 79.33 | 99.97 | 79.31 |
Upscale
|
||||||||||||||
SpringHill Suites by Marriott
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Baton Rouge, LA
|
2004
|
78 | 59.53 | 86.67 | 51.59 |
Upscale
|
||||||||||||||
SpringHill Suites by Marriott*(4)(13)
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Denver, CO
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2007
|
124 | 63.31 | 96.22 | 60.91 |
Upscale
|
||||||||||||||
SpringHill Suites by Marriott*
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Flagstaff, AZ
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2008
|
112 | 67.01 | 89.86 | 60.22 |
Upscale
|
||||||||||||||
SpringHill Suites by Marriott(4)(14)
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Lithia Springs, GA
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2004
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78 | 47.44 | 74.79 | 35.48 |
Upscale
|
||||||||||||||
SpringHill Suites by Marriott
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Little Rock, AR
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2004
|
78 | 60.24 | 87.34 | 52.62 |
Upscale
|
||||||||||||||
SpringHill Suites by Marriott
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Nashville, TN
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2004
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78 | 68.45 | 98.68 | 67.54 |
Upscale
|
||||||||||||||
SpringHill Suites by Marriott(4)(9)
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Scottsdale, AZ
|
2003
|
123 | 55.41 | 95.97 | 53.17 |
Upscale
|
||||||||||||||
TownePlace Suites by Marriott
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Baton Rouge, LA
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2004
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90 | 69.21 | 74.82 | 51.78 |
Midscale w/o F&B
|
||||||||||||||
Subtotal/Weighted Average
|
2,754 | 63.76 | % | $ | 90.51 | $ | 57.71 | ||||||||||||||
Hilton
|
|||||||||||||||||||||
Hampton Inn(4)(8)
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Denver, CO
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2003
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149 | 46.01 | % | $ | 80.37 | $ | 36.98 |
Midscale w/o F&B
|
|||||||||||
Hampton Inn
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Fort Collins, CO
|
1996
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75 | 60.53 | 83.17 | 50.34 |
Midscale w/o F&B
|
||||||||||||||
Hampton Inn(4)(7)(10)
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Fort Smith, AR
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2005
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178 | 60.79 | 95.39 | 57.99 |
Midscale w/o F&B
|
||||||||||||||
Hampton Inn(4)(8)
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Fort Wayne, IN
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2006
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119 | 60.55 | 91.31 | 55.28 |
Midscale w/o F&B
|
||||||||||||||
Hampton Inn
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Medford, OR
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2001
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75 | 70.57 | 101.02 | 71.29 |
Midscale w/o F&B
|
||||||||||||||
Hampton Inn
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Twin Falls, ID
|
2004
|
75 | 66.11 | 81.27 | 53.73 |
Midscale w/o F&B
|
||||||||||||||
Hampton Inn
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Provo, UT
|
1996
|
87 | 72.17 | 86.94 | 62.74 |
Midscale w/o F&B
|
||||||||||||||
Hampton Inn
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Boise, ID
|
1995
|
63 | 70.17 | 86.24 | 60.52 |
Midscale w/o F&B
|
||||||||||||||
Hampton Inn & Suites*
|
Bloomington, MN
|
2007
|
146 | 71.81 | 114.89 | 82.50 |
Midscale w/o F&B
|
||||||||||||||
Hampton Inn & Suites(4)(7)
|
El Paso, TX
|
2005
|
139 | 80.95 | 110.60 | 89.53 |
Midscale w/o F&B
|
||||||||||||||
Hampton Inn & Suites*(4)(15)
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Fort Worth, TX
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2007
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105 | 67.05 | 110.83 | 74.31 |
Midscale w/o F&B
|
||||||||||||||
Hilton Garden Inn*(4)(16)
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Fort Collins, CO
|
2007
|
120 | 58.40 | 88.45 | 51.66 |
Upscale
|
||||||||||||||
Subtotal/Weighted Average
|
1,331 | 64.73 | % | $ | 96.71 | $ | 62.60 |
Year Ended December 31, 2010
|
|||||||||||||||||||||
Franchise/Brand
|
Location
|
Year of
Opening/
Conversion
|
# Rooms
|
Occupancy(1)
|
ADR(2)
|
RevPAR(3)
|
Segment
|
IHG
|
|||||||||||||||||||||
Holiday Inn Express(4)(7)
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Boise, ID
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2005
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63 | 73.03 | % | $ | 77.46 | $ | 56.57 |
Midscale w/o F&B
|
|||||||||||
Holiday Inn Express*(4)(8)
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Vernon Hills, IL
|
2008
|
119 | 56.35 | 79.75 | 44.94 |
Midscale w/o F&B
|
||||||||||||||
Holiday Inn Express & Suites
|
Emporia, KS
|
2000
|
58 | 75.71 | 87.48 | 66.23 |
Midscale w/o F&B
|
||||||||||||||
Holiday Inn Express & Suites*
|
Las Colinas, TX
|
2007
|
128 | 41.76 | 79.44 | 33.18 |
Midscale w/o F&B
|
||||||||||||||
Holiday Inn Express & Suites(4)(8)
|
Sandy, UT
|
1998
|
88 | 73.60 | 88.60 | 65.21 |
Midscale w/o F&B
|
||||||||||||||
Holiday Inn Express & Suites*(4)(17)
|
Twin Falls, ID
|
2009
|
91 | 59.34 | 87.13 | 51.70 |
Midscale w/o F&B
|
||||||||||||||
Staybridge Suites
|
Jackson, MS
|
2007
|
92 | 64.35 | 86.89 | 55.91 |
Midscale w/o F&B
|
||||||||||||||
Subtotal/Weighted Average
|
639 | 60.78 | % | $ | 83.90 | $ | 51.00 | ||||||||||||||
Hyatt
|
|||||||||||||||||||||
Hyatt Place(4)(6)
|
Atlanta, GA
|
2006
|
150 | 79.04 | % | $ | 75.24 | $ | 59.47 |
Upscale
|
|||||||||||
Hyatt Place*
|
Fort Myers, FL
|
2009
|
148 | 34.95 | 76.51 | 26.74 |
Upscale
|
||||||||||||||
Hyatt Place*
|
Las Colinas, TX
|
2007
|
122 | 59.35 | 87.55 | 51.96 |
Upscale
|
||||||||||||||
Hyatt Place*(4)(10)(18)
|
Portland, OR
|
2009
|
136 | 69.78 | 79.01 | 55.13 |
Upscale
|
||||||||||||||
Subtotal/Weighted Average
|
556 | 60.72 | % | $ | 79.14 | $ | 48.05 | ||||||||||||||
Choice
|
|||||||||||||||||||||
Cambria Suites*(4)(19)
|
Baton Rouge, LA
|
2008
|
127 | 70.55 | % | $ | 82.86 | $ | 58.46 |
Upscale
|
|||||||||||
Cambria Suites*
|
Bloomington, MN
|
2007
|
113 | 74.92 | 75.40 | 56.49 |
Upscale
|
||||||||||||||
Cambria Suites*(4)(14)
|
Boise, ID
|
2007
|
119 | 64.83 | 72.54 | 47.03 |
Upscale
|
||||||||||||||
Cambria Suites*(4)(20)
|
San Antonio, TX
|
2008
|
126 | 64.37 | 78.26 | 50.38 |
Upscale
|
||||||||||||||
Comfort Inn(4)(8)(10)
|
Fort Smith, AR
|
1995
|
89 | 52.80 | 70.54 | 37.24 |
Midscale w/o F&B
|
||||||||||||||
Comfort Inn(4)(8)
|
Missoula, MT
|
1996
|
52 | 64.26 | 86.50 | 55.59 |
Midscale w/o F&B
|
||||||||||||||
Comfort Inn
|
Salina, KS
|
1992
|
60 | 68.10 | 70.83 | 48.23 |
Midscale w/o F&B
|
||||||||||||||
Comfort Inn & Suites
|
Twin Falls, ID
|
1992
|
111 | 66.51 | 69.58 | 46.27 |
Midscale w/o F&B
|
||||||||||||||
Comfort Suites
|
Charleston, WV
|
2001
|
67 | 74.06 | 94.25 | 69.80 |
Midscale w/o F&B
|
||||||||||||||
Comfort Suites
|
Fort Worth, TX
|
1999
|
70 | 52.43 | 82.48 | 43.24 |
Midscale w/o F&B
|
||||||||||||||
Comfort Suites
|
Lakewood, CO
|
1995
|
62 | 65.11 | 82.77 | 53.89 |
Midscale w/o F&B
|
||||||||||||||
Subtotal/Weighted Average
|
996 | 65.69 | % | $ | 77.99 | $ | 51.24 | ||||||||||||||
Starwood
|
|||||||||||||||||||||
Aloft*
|
Jacksonville. FL
|
2009
|
136 | 64.72 | 62.33 | 40.34 |
Upscale
|
||||||||||||||
Carlson
|
|||||||||||||||||||||
Country Inn & Suites By Carlson
|
Charleston, WV
|
2001
|
64 | 75.29 | 96.76 | 72.85 |
Midscale w/o F&B
|
||||||||||||||
Independent
|
|||||||||||||||||||||
Aspen Hotel & Suites(4)(21)
|
Fort Smith, AR
|
2003
|
57 | 49.70 | 64.66 | 32.13 |
Midscale w/o F&B
|
||||||||||||||
Total/Weighted Average
|
6,533 | 63.71 | % | $ | 87.59 | $ | 55.80 | ||||||||||||||
Total/Weighted Average — Seasoned Portfolio
|
4,173 | 64.07 | % | $ | 87.75 | $ | 56.22 | ||||||||||||||
Total/Weighted Average — Unseasoned Portfolio
|
2,360 | 63.08 | % | $ | 87.29 | $ | 55.06 |
* Unseasoned hotel.
|
|
(1)
|
Occupancy represents the percentage of available rooms that were sold during a specified period of time and is calculated by dividing the number of rooms sold by the total number of rooms available, expressed as a percentage.
|
(2)
|
ADR represents the average daily rate paid for rooms sold, calculated by dividing room revenue (i.e., excluding food and beverage revenue or other hotel operations revenue such as telephone, parking and other guest services) by rooms sold.
|
(3)
|
RevPAR is the product of ADR and occupancy. RevPAR does not include food and beverage revenue or other hotel operations revenue such as telephone, parking and other guest services.
|
(4)
|
This hotel is subject to mortgage debt at December 31, 2010. For additional information concerning our debt and lenders, please see Item 7. “Management’s Discussion and Analysis of Financial Information and Results of Operations—Indebtedness” and Item 8. “Financial Statements and Supplementary Data—Note 11” to Consolidated Financial Statements.
|
(5)
|
At 12/31/10, subject to approximately $16.5 million in mortgage debt maturing 5/17/18 loaned by Compass Bank.
|
(6)
|
At 12/31/10, subject to approximately $24.2 million in mortgage debt maturing 7/01/13 loaned by First National Bank of Omaha.
|
(7)
|
At 12/31/10, subject to approximately $28.9 million in mortgage debt maturing 7/01/25 loaned by ING Investment Management.
|
(8)
|
At 12/31/10, subject to approximately $29.3 million in mortgage debt maturing 7/01/12 loaned by ING Investment Management.
|
(9)
|
At 12/31/10, subject to approximately $13.6 million in mortgage debt maturing 1/01/15 loaned by National Western Life Insurance.
|
(10)
|
This hotel is subject to a ground lease. See “—Our Hotel Operating Agreements—Ground Leases” below.
|
(11)
|
At 12/31/10, subject to approximately $12.6 million in mortgage debt maturing 9/30/11 loaned by Bank of the Cascades.
|
(12)
|
At 12/31/10, subject to approximately $6.2 million in mortgage debt maturing 11/01/28 loaned by ING Investment Management.
|
(13)
|
At 12/31/10, subject to approximately $8.7 million in mortgage debt maturing 4/01/18 loaned by General Electric Capital Corp.
|
(14)
|
At 12/31/10, subject to approximately $7.3 million in mortgage debt maturing 3/01/12 loaned by MetaBank.
|
(15)
|
At 12/31/10, subject to approximately $5.7 million in mortgage debt maturing 11/01/13 loaned by BNC National Bank.
|
(16)
|
At 12/31/10, subject to approximately $7.9 million in mortgage debt maturing 7/01/12 loaned by ING Investment Management.
|
(17)
|
At 12/31/10, subject to approximately $5.8 million in mortgage debt maturing 4/01/16 loaned by BNC National Bank.
|
(18)
|
At 12/31/10, subject to approximately $6.4 million in mortgage debt maturing 6/29/12 loaned by Bank of the Ozarks.
|
(19)
|
At 12/31/10, subject to approximately $11.0 million in mortgage debt maturing 3/01/19 loaned by General Electric Capital Corp.
|
(20)
|
At 12/31/10, subject to approximately $11.2 million in mortgage debt maturing 1/01/15 loaned by General Electric Capital Corp.
|
(21)
|
At 12/31/10, subject to approximately $1.6 million in mortgage debt maturing 6/24/12 loaned by Chambers Bank.
|
●
|
The Comfort Inn located in Fort Smith, Arkansas is subject to a ground lease with an initial lease termination date of August 31, 2022. The initial lease term may be extended for an additional 30 years. Annual ground rent currently is $44,088 per year. Annual ground rent is adjusted every fifth year with adjustments based on the Consumer Price Index for All Urban Consumers. The next scheduled ground rent adjustment is January 1, 2015.
|
●
|
The Hampton Inn located in Fort Smith, Arkansas is subject to a ground lease with an initial lease termination date of May 31, 2030 with 11, five-year renewal options. Annual ground rent currently is $145,987 per year. Annual ground rent is adjusted on June 1 of each year, with adjustments based on increases in RevPAR calculated in accordance with the terms of the ground lease.
|
|
●
|
The Residence Inn by Marriott located in Portland, Oregon is subject to a ground lease with an initial lease termination date of June 30, 2084 with one option to extend for an additional 14 years. Ground rent for the initial lease term was prepaid in full at the time we acquired the leasehold interest. If the option to extend is exercised, monthly ground rent will be charged based on a formula established in the ground lease.
|
|
●
|
The Hyatt Place located in Portland, Oregon is subject to a ground lease with a lease termination date of June 30, 2084 with one option to extend for an additional 14 years. Ground rent for the initial lease term was prepaid in full at the time we acquired the leasehold interest. If the option to extend is exercised, monthly ground rent will be charged based on a formula established in the ground lease.
|
Exhibit
Number
|
Description of Exhibit
|
31.1†
|
Certification of Chief Executive Officer of Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2†
|
Certification of Chief Financial Officer Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.3†
|
Certification of Chief Executive Officer of Summit Hotel OP, LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.4†
|
Certification of Chief Financial Officer Summit Hotel OP, LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1†
|
Certification of Chief Executive Officer Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2†
|
Certification of Chief Financial Officer Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.3†
|
Certification of Chief Executive Officer Summit Hotel OP, LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.4†
|
Certification of Chief Financial Officer Summit Hotel OP, LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
SUMMIT HOTEL PROPERTIES, INC. (registrant)
|
||||||
Date:
|
April 4, 2011
|
By:
|
/s/ Christopher R. Eng
|
|||
Christopher R. Eng
|
||||||
Vice President, General Counsel and Secretary
|
||||||
(duly authorized representative)
|
||||||
SUMMIT HOTEL OP, LP (registrant)
|
||||||
By:
|
Summit Hotel GP, LLC, its general partner
|
|||||
By:
|
Summit Hotel Properties, Inc., its sole member
|
|||||
Date:
|
April 4, 2011
|
By:
|
/s/ Christopher R. Eng
|
|||
|
Christopher R. Eng
|
|||||
|
Vice President, General Counsel and Secretary
|
|||||
(duly authorized representative)
|
Exhibit
Number
|
Description of Exhibit
|
3.1
|
Articles of Amendment and Restatement of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 23.1 to Annual Report on Form 10-K filed by Summit Hotel Properties, Inc. and Summit Hotel OP, LP on March 31, 2011)
|
3.2
|
Certificate of Limited Partnership of Summit Hotel OP, LP, as amended (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to Registration Statement on Form 8-A filed by Summit Hotel OP, LP on February 11, 2011)
|
3.3
|
Amended and Restated Bylaws of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on November 1, 2010)
|
3.4
|
First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP, dated February 14, 2011 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)
|
4.1
|
Specimen certificate of common stock of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 5 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on February 7, 2011)
|
10.1
|
Form of Transition Services Agreement between The Summit Group, Inc. and Summit Hotel OP, LP (incorporated by reference to Exhibit 10.27 to Amendment No. 4 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on January 28, 2011)*
|
10.2
|
Tax Protection Agreement, dated February 10, 2011, between Summit Hotel OP, LP and The Summit Group, Inc. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)*
|
10.3
|
Transition Services Agreement, dated February 14, 2011, between Summit Hotel OP, LP and The Summit Group, Inc. (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)
|
10.4
|
Amended and Restated Hotel Management Agreement, dated February 14, 2011, among Interstate Management Company, LLC and the subsidiaries of Summit Hotel Properties, Inc. party thereto (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)
|
10.5
|
Loan Modification Agreement, dated February 14, 2011, among Summit Hotel Properties, LLC, Summit Hotel OP, LP and GE Commercial Capital of Utah LLC (loan in the original principal amount of $11.4 million) (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)
|
10.6
|
Loan Modification Agreement, dated February 14, 2011, among Summit Hotel Properties, LLC, Summit Hotel OP, LP and GE Commercial Capital of Utah LLC (loan in the original principal amount of $9.5 million) (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)
|
10.7
|
Loan Modification Agreement, dated February 14, 2011, among Summit Hotel Properties, LLC, Summit Hotel OP, LP and GE Commercial Capital of Utah LLC (loan in the original principal amount of $11.3 million) (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)
|
10.8
|
Employment Agreement, dated February 14, 2011, between Summit Hotel Properties, Inc. and Kerry W. Boekelheide (incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)*
|
10.9
|
Employment Agreement, dated February 14, 2011, between Summit Hotel Properties, Inc. and Daniel P. Hansen (incorporated by reference to Exhibit 10.9 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)*
|
10.10
|
Employment Agreement, dated February 14, 2011, between Summit Hotel Properties, Inc. and Craig J. Aniszewski (incorporated by reference to Exhibit 10.10 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)*
|
10.11
|
Employment Agreement, dated February 14, 2011, between Summit Hotel Properties, Inc. and Stuart J. Becker (incorporated by reference to Exhibit 10.11 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)*
|
10.12
|
Employment Agreement, dated February 14, 2011, between Summit Hotel Properties, Inc. and Ryan A. Bertucci (incorporated by reference to Exhibit 10.12 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)*
|
10.13
|
Summit Hotel Properties, Inc. 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 18, 2011)*
|
10.14
|
Form of Indemnification Agreement between Summit Hotel Properties, Inc. and each of its Executive Officers and Directors (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on November 1, 2010)
|
10.15
|
Loan Agreement between Summit Hotel Properties, LLC and ING Life Insurance and Annuity Company dated December 23, 2005 (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on September 23, 2010)
|
10.16
|
Loan Agreement between Summit Hotel Properties, LLC and ING Life Insurance and Annuity Company, dated June 15, 2006 (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on September 23, 2010)
|
10.17
|
First Modification of Loan Agreement between Summit Hotel Properties, LLC and ING Life Insurance and Annuity Company, dated April 24, 2007 (incorporated by reference to Exhibit 10.17 to Amendment No. 1 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on September 23, 2010)
|
10.18
|
Modification of Promissory Note and Loan Agreement between Summit Hotel Properties, LLC and ING Life Insurance and Annuity Company, dated November 28, 2007 (incorporated by reference to Exhibit 10.18 to Amendment No. 1 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on September 23, 2010)
|
10.19
|
Construction Loan Agreement between Summit Hotel Properties, LLC and Compass Bank, dated September 17, 2008 (loan in the original principal amount of $19.25 million) (incorporated by reference to Exhibit 10.23 to Amendment No. 1 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on September 23, 2010)
|
10.20
|
Second Amended and Restated Loan Agreement (Credit Pool) between Summit Hotel Properties, LLC and First National Bank of Omaha entered into August 19, 2010 (incorporated by reference to Exhibit 10.20 to Annual Report on Form 10-K filed by Summit Hotel Properties, Inc. and Summit Hotel OP, LP on March 31, 2011)
|
10.21
|
Form of Option Award Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on September 23, 2010)*
|
10.22
|
Form of Lease Agreement between Summit Hotel OP, LP and TRS Lessee (incorporated by reference to Exhibit 10.4 to Amendment No. 2 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on November 1, 2010)
|
10.23
|
Sourcing Agreement between Six Continents Hotel, Inc., d/b/a InterContinental Hotels Group, and Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 10.26 to Amendment No. 3 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on December 3, 2010)
|
10.24
|
Form of Severance Agreement between Summit Hotel Properties, Inc. and Christopher R. Eng (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on September 23, 2010)*
|
10.25
|
Form of Severance Agreement between Summit Hotel Properties, Inc. and JoLynn M. Sorum (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on September 23, 2010)*
|
21.1
|
List of Subsidiaries of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 21.1 to Amendment No. 4 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on January 28, 2011)
|
21.2
|
List of Subsidiaries of Summit Hotel OP, LP (incorporated by reference to Exhibit 21.1 to Amendment No. 1 to Registration Statement on Form S-11 filed by Summit Hotel OP, LP on September 23, 2010)
|
23.1
|
Consent of KPMG LLP (incorporated by reference to Exhibit 23.1 to Annual Report on Form 10-K filed by Summit Hotel Properties, Inc. and Summit Hotel OP, LP on March 31, 2011)
|
23.2
|
Consent of Eide Bailly LLP (incorporated by reference to Exhibit 23.2 to Annual Report on Form 10-K filed by Summit Hotel Properties, Inc. and Summit Hotel OP, LP on March 31, 2011)
|
31.1†
|
Certification of Chief Executive Officer of Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2†
|
Certification of Chief Financial Officer Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.3†
|
Certification of Chief Executive Officer of Summit Hotel OP, LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.4†
|
Certification of Chief Financial Officer Summit Hotel OP, LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1†
|
Certification of Chief Executive Officer Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2†
|
Certification of Chief Financial Officer Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.3†
|
Certification of Chief Executive Officer Summit Hotel OP, LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.4†
|
Certification of Chief Financial Officer Summit Hotel OP, LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Summit Hotel Properties, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted in accordance with SEC Release No. 34-54942] for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
[language omitted in accordance with SEC Release No. 34-54942];
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Summit Hotel Properties, Inc.
|
|
Date: April 4, 2011
|
By: /s/ Daniel P. Hansen
|
Daniel P. Hansen
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Summit Hotel Properties, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted in accordance with SEC Release No. 34-54942] for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
[language omitted in accordance with SEC Release No. 34-54942];
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Summit Hotel Properties, Inc.
|
|
Date: April 4, 2011
|
By: /s/ Stuart J. Becker
|
Stuart J. Becker
|
|
Executive Vice President and Chief Financial Officer | |
(Principal Financial Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Summit Hotel OP, LP;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted in accordance with SEC Release No. 34-54942] for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
[language omitted in accordance with SEC Release No. 34-54942];
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Summit Hotel OP, LP
|
|
By: Summit Hotel GP, LLC, its general partner
|
|
By: Summit Hotel Properties, Inc., its sole member
|
|
Date: April 4, 2011
|
By: /s/ Daniel P. Hansen
|
Daniel P. Hansen
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Summit Hotel OP, LP;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted in accordance with SEC Release No. 34-54942] for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
[language omitted in accordance with SEC Release No. 34-54942];
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Summit Hotel OP, LP
|
|
By: Summit Hotel GP, LLC, its general partner
|
|
By: Summit Hotel Properties, Inc., its sole member
|
|
Date: April 4, 2011
|
By: /s/ Stuart J. Becker
|
Stuart J. Becker
|
|
Executive Vice President and Chief Financial Officer | |
(Principal Financial Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Summit Hotel Properties, Inc.
|
|
Date: April 4, 2011
|
By: /s/ Daniel P. Hansen
|
Daniel P. Hansen
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Summit Hotel Properties, Inc.
|
|
Date: April 4, 2011
|
By: /s/ Stuart J. Becker
|
Stuart J. Becker
|
|
Executive Vice President and Chief Financial Officer | |
(Principal Financial Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Summit Hotel OP, LP
|
|
By: Summit Hotel GP, LLC, its general partner
|
|
By: Summit Hotel Properties, Inc., its sole member
|
|
Date: April 4, 2011
|
By: /s/ Daniel P. Hansen
|
Daniel P. Hansen
|
|
President and Chief Executive Officer | |
(Principal Executive Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Summit Hotel OP, LP
|
|
By: Summit Hotel GP, LLC, its general partner
|
|
By: Summit Hotel Properties, Inc., its sole member
|
|
Date: April 4, 2011
|
By: /s/ Stuart J. Becker
|
Stuart J. Becker
|
|
Executive Vice President and Chief Financial Officer | |
(Principal Financial Officer)
|