8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2015

SUMMIT HOTEL PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-35074	27-2962512
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12600 Hill Country Boulevard, Suite R-100

Austin, Texas 78738

(Address of Principal Executive Offices) (Zip Code)

(512) 538-2300
(Registrants’ telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.  Completion of Acquisition or Disposition of Assets

On June 2, 2015, Summit Hotel OP, LP, the operating partnership of Summit Hotel Properties, Inc., and certain affiliated entities (collectively, the “Company”) entered into two separate agreements, as amended on July 15, 2015 (collectively, the “ARCH Agreements”), to sell a portfolio of 26 hotels containing an aggregate of 2,793 guestrooms to affiliates of American Realty Capital Hospitality Trust, Inc. (“ARCH”) for an aggregate cash purchase price of approximately $347.4 million (the “ARCH Sale”). The hotels are being sold in three separate closings.  The first closing of 10 hotels containing 1,090 guestrooms was completed on October 15, 2015 for an aggregate cash payment of $150.1 million (the “First Closing”).

The second closing of 10 hotels containing 996 guestrooms is expected to occur before December 31, 2015 for an aggregate selling price of $89.1 million (the “Second Closing”) and the third closing of six hotels containing 707 guestrooms is expected to occur in the first quarter of 2016 for an aggregate selling price of $108.2 million (the “Third Closing”).  The Second Closing and Third Closing are subject to the satisfaction of customary closing conditions.  None of the closings are conditioned on the sale of the other hotels at that closing or any other closing.  If any of the hotels are not sold, then the cash purchase price will be adjusted by the parties in accordance with the applicable agreement.  However, we believe that it is probable that all of the hotels will be sold.

The Company does not have any material relationship with ARCH or its subsidiaries, other than through the ARCH Agreements and other related contracts to be entered into upon closing of the transactions described in the ARCH Agreements.

The proceeds from the First Closing were used to complete certain reverse exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (“1031 Exchange”), related to purchases of two hotels in the MCR Portfolio completed in July 2015 and the purchase of two hotels in the Additional Acquisitions in June 2015 for an aggregate purchase price of $115.8 million, as described below.  The four acquired hotels contain 496 guestrooms.

Additionally, on October 19, 2015, the Company closed on the purchase of the Hyatt House Airport in Miami, Florida from Noble I/HY Miami, LLC (“Noble I”) for a purchase price of $39.0 million. The hotel contains 156 guestrooms.  The purchase from Noble I was executed through a qualified intermediary under a 1031 Exchange primarily using cash proceeds from the First Closing.

On October 20, 2015, the Company closed on the purchase of the Courtyard Atlanta Decatur Downtown from Noble I Decatur, LLC (“Noble II”) for a purchase price of $44.0 million.  The hotel contains 179 guestrooms.  The purchase from Noble II was completed through a qualified intermediary under a reverse 1031 Exchange using funds drawn on the Company’s senior unsecured revolving line of credit.  We anticipate completion of the like-kind exchange upon the sale of the hotels to be sold to ARCH in the Third Closing.

The Company does not have any material relationship with Noble I or Noble II or other affiliated companies (the “Noble Companies”) other than through the purchase and sale agreements for the purchase of the Hyatt House Airport in Miami, Florida and the Courtyard Atlanta Decatur Downtown (the “Noble Portfolio”).

The Company has executed two purchase and sale agreements, each dated August 5, 2015, for the purchase of two hotels containing a total of 386 guestrooms for an aggregate purchase price of $109.0 million (the “Pending Acquisitions”).  We expect the Pending Acquisitions to close prior to December 31, 2015.  Each closing is subject to the satisfaction of customary closing conditions.  Neither of the closings is conditioned on the purchase of the other hotel.  However, we believe that it is probable that both of the closings will occur.  One of the Pending Acquisitions is expected to be completed through a qualified intermediary under a reverse 1031 Exchange using funds drawn on the Company’s revolving line of credit to complete a like-kind exchange with hotels to be sold to ARCH in the Third Closing while the other will be purchased using proceeds from the Second Closing.

2

On July 24, 2015, we closed the purchase of the Residence Inn by Marriott in Baltimore (Hunt Valley), Maryland containing 141 guestrooms and the purchase of the Residence Inn by Marriott in Branchburg, New Jersey containing 101 guestrooms on July 24, 2015 (the “Residence Inn Portfolio”) for a combined purchase price of $56.8 million.  The purchase of the Residence Inn portfolio was executed through a qualified intermediary under reverse 1031 Exchanges using cash drawn on our revolving line of credit until like-kind exchanges with hotels sold to ARCH in the First Closing were completed.

On June 18, 2015, we closed the purchase of the Hampton Inn in Boston (Norwood), Massachusetts containing 139 guestrooms for a purchase price of $24.0 million and on June 30, 2015, we closed the purchase of the Hotel Indigo in Asheville, North Carolina containing 115 guestrooms for a purchase price of $35.0 million (collectively, the “Additional Acquisitions”).  The consummation of the Additional Acquisitions was completed through a qualified intermediary under reverse 1031 Exchanges using cash drawn on our revolving line of credit until like-kind exchanges with hotels sold to ARCH in the First Closing were completed.

The financial information in Exhibit 99.1 with respect to the Noble Portfolio, the Residence Inn portfolio, the Pending Acquisitions and the Additional Acquisitions has not been audited and is based on information received from the respective sellers of these hotel properties.

The unaudited pro forma condensed combined balance sheet at June 30, 2015 included in Exhibit 99.1 combines our historical consolidated balance sheet with the historical balance sheets or account balances related to the acquisition and disposition of the assets described above (the “Pro Forma Transactions”) and have been prepared as if the Pro Forma Transactions and related loan modification transactions described in Exhibit 99.1 had been completed on June 30, 2015, except for the Additional Acquisitions, which were completed prior to June 30, 2015.   As such, the balance sheet information related to the Additional Acquisitions is already included in our historical consolidated balance sheet at June 30, 2015.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2015 and the year ended December 31, 2014 included in Exhibit 99.1 combine our historical consolidated statements of income with the historical statements of operations of the Pro Forma Transactions and related modification transactions and have been prepared as if the Pro Forma Transactions had been completed on January 1, 2014.

The historical financial information included in Exhibit 99.1 is adjusted in the pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Pro Forma Transactions and related modification transactions, (2) factually supportable, and (3) with respect to the condensed combined statements of operations, expected to have a continuing effect on our combined results of operations.  Please refer to the “Notes to Unaudited Pro Forma Condensed Combined Financial Information” included in Exhibit 99.1.

The unaudited pro forma condensed combined financial information is not necessarily indicative of or intended to represent the results that would have been achieved had the Pro Forma Transactions been consummated as of the dates indicated or that may be achieved in the future.  Our actual results reported in periods following the completion of the Pro Forma Transactions may differ significantly from those reflected in these unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

3

Forward Looking Statements

The Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.  These forward-looking statements are based upon the Company’s expectations, but these statements are not guaranteed to occur.  Investors should not place undue reliance upon forward-looking statements.  These statements relate to, among other things, the Company’s pending sale of hotels to ARCH, and pending purchase of hotels as described herein.  No assurances can be given that the dispositions or acquisitions will be completed when expected, on the terms described or at all.  These actions are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, general economic conditions, market conditions and other factors, including those set forth in the Risk Factors section of the Company’s periodic reports and other documents filed with the Securities and Exchange Commission (the “SEC”).  Copies are available on the SEC’s website, www.sec.gov.  The Company undertakes no obligation to update these statements after the date of this Current Report on Form 8-K.

Item 7.01.Regulation FD Disclosure

On October 20, 2015, the Company issued a press release announcing the completion of the sale of 10 hotels to ARCH and the acquisition of the Noble I hotel and the Noble II hotel all as described in Item 2.01.  A copy of the press release is furnished as Exhibit 99.2 to this report.

Item 9.01Financial Statements and Exhibits.

(a)Financial statements of businesses acquired

To the extent required by this item, audited historical financial statements for acquisition of the Noble Portfolio and the Pending Acquisitions referenced in Item 2.01 above will be filed in an amendment to this current report on From 8-K no later than 71 calendar days after the date of this report.

(b)Pro forma financial information

Pro forma financial information of the Company relating to the acquisition and disposition of the hotels referenced in Item 2.01 above is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(d)Exhibits

99.1Unaudited Pro Forma Condensed Combined Financial Information for Summit Hotel Properties, Inc.

99.2Press release issued October 20, 2015.

4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SUMMIT HOTEL PROPERTIES, INC.
	By:	/s/ Christopher R. Eng
	Name: Christopher R. Eng
Dated: October 20, 2015	Title: Senior Vice President, General Counsel, Chief Risk Officer and Secretary

5

EX-99.1

Exhibit 99.1

SUMMIT HOTEL PROPERTIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED

BALANCE SHEET

AS OF JUNE 30, 2015

(in thousands)

	Historical					Historical		Historical		Pro Forma			Pro Forma
	Summit Hotel			Historical		Residence Inn		Pending		Adjustments			Summit Hotel
	Properties, Inc.			Noble Portfolio		Portfolio		Acquisitions		(see Note 3a)			Properties, Inc.
ASSETS
Investment in hotel properties, net	$	1,215,012		$	76,537	$	38,965	$	100,945	$	35,603		$	1,467,062
Land held for development	6,453			—		—		—					6,453
Assets held for sale	216,357			—		—		—		(213,335		)	3,022
Cash and cash equivalents	36,963			1,897		1,781		2,458		(6,431		)	36,668
Restricted cash	31,187			751		—		2,921		(3,672		)	31,187
Trade receivables	12,531			553		704		580		(1,837		)	12,531
Prepaid expenses and other	7,728			142		185		89		(396		)	7,748
Deferred charges, net	8,806			113		110		170		1,173			10,372
Other assets	16,077			42		1		975		(1,018		)	16,077
Total Assets	$	1,551,114		$	80,035	$	41,746	$	108,138	$	(189,913	)	$	1,591,120
LIABILITIES AND EQUITY
LIABILITIES
Debt	$	721,010		$	37,967	$	28,828	$	32,598	$	(190,817	)	$	629,586
Accounts payable	3,113			254		231		2,113		(2,598		)	3,113
Accrued expenses	40,207			998		837		1,526		(99		)	43,469
Derivative financial instruments	2,187			—		—		—		(56		)	2,131
Total Liabilities	766,517			39,219		29,896		36,237		(193,570		)	678,299
EQUITY
Preferred stock	84			—		—		—					84
Common stock	865			—		—		—					865
Additional paid-in capital	890,392			1,258		5,744		21,245		(28,247		)	890,392
Accumulated other comprehensive loss	(2,040		)	—		—		—					(2,040		)
Accumulated deficit and distributions	(109,628		)	39,558		6,106		50,656		32,055			18,747
Total Stockholders’ Equity	779,673			40,816		11,850		71,901		3,808			908,048
Noncontrolling interests in operating partnership	4,924			—		—		—		(151		)	4,773
Total Equity	784,597			40,816		11,850		71,901		3,657			912,821
Total Liabilities and Equity	$	1,551,114		$	80,035	$	41,746	$	108,138	$	(189,913	)	$	1,591,120

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

SUMMIT HOTEL PROPERTIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2015

(in thousands, except per share amounts)

	Historical						Historical			Historical			Historical		Pro Forma			Pro Forma
	Summit Hotel			Historical			Residence Inn			Pending			Additional		Adjustments			Summit Hotel
	Properties, Inc.			Noble Portfolio			Portfolio			Acquisitions			Acquisitions		(see Note 3b)			Properties, Inc.
Revenues:
Room	$	215,139		$	8,398		$	5,277		$	9,166		$	5,664	$	(42,503	)	$	201,141
Other hotel operations revenue	13,186			1,007			105			1,074			358		(1,641		)	14,089
Total revenues	228,325			9,405			5,382			10,240			6,022		(44,144		)	215,230
Expenses:
Hotel operating expenses:
Room	53,235			2,310			1,603			2,449			2,018		(10,812		)	50,803
Other direct	30,895			1,246			448			1,108			576		(6,286		)	27,987
Other indirect	60,415			1,800			975			1,943			1,359		(11,563		)	54,929
Total hotel operating expenses	144,545			5,356			3,026			5,500			3,953		(28,661		)	133,719
Depreciation and amortization	30,667			9			756			6			—		538			31,976
Corporate general and administrative	9,878			—			—			—			—		—			9,878
Hotel property acquisition costs	113			—			—			—			—		—			113
Total expenses	185,203			5,365			3,782			5,506			3,953		(28,123		)	175,686
Operating income	43,122			4,040			1,600			4,734			2,069		(16,021		)	39,544
Other income (expense):
Interest expense	(14,902		)	(746		)	(480		)	(903		)	—		2,448			(14,583		)
Other income (expense)	74			—			(12		)	—			—		51			113
Total other expense, net	(14,828		)	(746		)	(492		)	(903		)	—		2,499			(14,470		)
Income from continuing operations before income taxes	28,294			3,294			1,108			3,831			2,069		(13,522		)	25,074
Income tax expense	(1,402		)	(85		)	—			(232		)	—		317			(1,402		)
Net income	26,892			3,209			1,108			3,599			2,069		(13,205		)	23,672
Income attributable to non-controlling interests - Operating partnership	154			—			—			—			—		(30		)	124
Net income before preferred dividends	26,738			3,209			1,108			3,599			2,069		(13,175		)	23,548
Preferred dividends	(8,294		)	—			—			—			—		—			(8,294		)
Net income attributable to common stockholders	$	18,444		$	3,209		$	1,108		$	3,599		$	2,069	$	(13,175	)	$	15,254
Net income per share:
Basic	$	0.21																$	0.18
Diluted	$	0.21																$	0.18
Weighted average common shares outstanding:
Basic	85,768																	85,768
Diluted	86,947																	86,947

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

SUMMIT HOTEL PROPERTIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014

(in thousands, except per share amounts)

	Historical						Historical			Historical			Historical		Pro Forma			Pro Forma
	Summit Hotel			Historical			Residence Inn			Pending			Additional		Adjustments			Summit Hotel
	Properties, Inc.			Noble Portfolio			Portfolio			Acquisitions			Acquisitions		(see Note 3c)			Properties, Inc.
Revenues:
Room	$	380,472		$	14,677		$	10,421		$	16,885		$	12,010	$	(81,285	)	$	353,180
Other hotel operations revenue	22,994			1,966			215			1,731			1,048		(2,908		)	25,046
Total revenues	403,466			16,643			10,636			18,616			13,058		(84,193		)	378,226
Expenses:
Hotel operating expenses:
Room	101,150			4,394			3,273			4,550			3,673		(21,690		)	95,350
Other direct	55,388			2,626			853			2,387			3,154		(11,120		)	53,288
Other indirect	104,959			3,485			1,897			3,536			1,235		(22,552		)	92,560
Total hotel operating expenses	261,497			10,505			6,023			10,473			8,062		(55,362		)	241,198
Depreciation and amortization	65,312			11			1,507			13			—		(1,243		)	65,600
Corporate general and administrative	19,884			—			—			—			—		—			19,884
Hotel property acquisition costs	769			—			—			—			—		—			769
Loss on impairment of assets	8,847			—			—			—			—		—			8,847
Total expenses	356,309			10,516			7,530			10,486			8,062		(56,605		)	336,298
Operating income	47,157			6,127			3,106			8,130			4,996		(27,588		)	41,928
Other income (expense):
Interest expense	(26,968		)	(2,002		)	(976		)	(1,853		)	—		5,472			(26,327		)
Other income (expense)	986			1			(74		)	—			—		(241		)	672
Total other expense, net	(25,982		)	(2,001		)	(1,050		)	(1,853		)	—		5,231			(25,655		)
Income from continuing operations before income taxes	21,175			4,126			2,056			6,277			4,996		(22,357		)	16,273
Income tax expense	(744		)	(20		)	—			(319		)	—		339			(744		)
Income from continuing operations	20,431			4,106			2,056			5,958			4,996		(22,018		)	15,529
Income from discontinued operations	492			—			—			—			—		—			492
Net income	20,923			4,106			2,056			5,958			4,996		(22,018		)	16,021
Income attributable to non-controlling interests:
Operating partnership	51			—			—			—			—		(121		)	(70		)
Joint venture	1			—			—			—			—		—			1
Net income before preferred dividends	20,871			4,106			2,056			5,958			4,996		(21,897		)	16,090
Preferred dividends	(16,588		)	—			—						—		—			(16,588		)
Net income attributable to common stockholders	$	4,283		$	4,106		$	2,056		$	5,958		$	4,996	$	(21,897	)	$	(498	)
Earnings per share:
Basic and diluted net income (loss) per share from continuing operations	$	0.04																$	(0.01	)
Basic and diluted net income (loss) per share from discontinued operations	0.01																	—
Basic and diluted net income (loss) per share	$	0.05																$	(0.01	)
Weighted average common shares outstanding:
Basic	85,242																	85,242
Diluted	85,566																	85,242

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

SUMMIT HOTEL PROPERTIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL INFORMATION

(dollars in thousands)

1.Basis of Pro Forma Presentation

The unaudited pro forma condensed combined balance sheet at June 30, 2015 combines our historical consolidated balance sheet with the historical balance sheets or account balances related to the Pro Forma Transactions and certain other transactions described below (the “Modification Transactions”) undertaken to facilitate the consummation of the Pro Forma Transactions as described below and have been prepared as if these transactions had been completed on June 30, 2015, except for the Additional Acquisitions.  The Additional Acquisitions were completed prior to June 30, 2015.   As such, the historical balance sheet information related to the Additional Acquisitions is already included in our historical consolidated balance sheet at June 30, 2015.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2015 and the year ended December 31, 2014 combine our historical consolidated statements of income with the historical statements of operations of the Pro Forma Transactions, as defined below, and the effect of the Modification Transactions and have been prepared as if the Pro Forma Transactions and Modification Transactions had been completed on January 1, 2014.

The Pro Forma Transactions are as follows:

1.The sale of 26 hotel properties to ARCH with closings as follows (the “ARCH Sale”):

i.First Closing - 10 hotels closed on October 15, 2015

ii.Second Closing - 10 hotels expected to be closed in the fourth quarter of 2015

iii.Third Closing - 6 hotels expected to be closed in the first quarter of 2016

2.The purchase of two hotels from the Noble Companies with closings as follows (the “Noble Portfolio”):

i.Noble I - Hyatt House Airport in Miami, Florida - closed on October 19, 2015

ii.Noble II - Courtyard Atlanta Decatur Downtown - closed on October 20, 2015

3.The anticipated purchase of two hotels containing a total of 386 guestrooms for an aggregate purchase price of $109.0 million  — expected to be closed prior to December 31, 2015 (the “Pending Acquisitions”).

4.The purchase of the Residence Inn by Marriott in Baltimore (Hunt Valley), Maryland on July 24, 2015 and the purchase of the Residence Inn by Marriott in Branchburg, New Jersey on July 24, 2015 (the “Residence Inn Portfolio”) for a combined purchase price of $56.8 million.

5.The purchase of the Hampton Inn in Boston (Norwood), Massachusetts on June 18, 2015 for a purchase price of $24.0 million and the purchase of the Hotel Indigo in Asheville, North Carolina on June 30, 2015 for a purchase price of $35.0 million (together, the “Additional Acquisitions”).

The Modification Transactions are as follows:

1.The modification of the term loan with ING Life Insurance and Annuity (“ING”) on September 24, 2015.  The ARCH Sale includes eight properties which serve as collateral for two term loans with ING totaling $93.9 million. To avoid significant yield maintenance costs associated with an early pay-off of the portion of these term loans related to the sale of the eight properties that are a part of the ARCH Sale, we modified the term loans to change the interest rate and to substitute certain existing collateral with properties that are not part of the ARCH Sale.

SUMMIT HOTEL PROPERTIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL INFORMATION

(dollars in thousands)

2.The early settlement of interest swaps related to mortgage debt on certain properties sold in the First Closing as a result of the repayment of the mortgage debt at closing.

The pro forma adjustments described below were developed based on management’s assumptions and estimates.   For the acquisition of the Noble Portfolio and the Pending Acquisitions, the assumptions include estimates of consideration paid and the allocation thereof to the assets acquired and liabilities assumed based on preliminary estimates of fair value.  The final consideration and allocation of the purchase consideration will differ from that reflected in the pro forma condensed combined financial information after final valuation procedures are performed and amounts are finalized following the completion of the transactions.

The historical financial information for the Additional Acquisitions for the year ended December 31, 2014 and the six months ended June 30, 2015 are abbreviated and do not represent complete historical financial information for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).  The historical financial information of certain of the other acquired entities included in the Pro Forma Transactions were prepared on a basis other than GAAP, such as tax basis of accounting.

In management’s opinion, all adjustments necessary to reflect the effects of the Pro Forma Transactions and Modification Transactions have been made.

2.Purchase Consideration and Related Allocation for Acquired and Sold Assets

The following is a summary of the assets and liabilities sold and net cash proceeds related to the ARCH Sale:

ARCH Sale

Assets and Liabilities Sold

Hotel buildings and improvements	$	210,055
Land	32,529
Furniture, fixtures and equipment	40,311
Accumulated depreciation	(70,848		)
Total fixed assets disposed	212,047
Write-off of unamortized deferred franchise costs	1,288
Write-off of unamortized deferred financing costs	177
Total assets disposed	213,512
Management contract termination fee	4,592
Gain on sale of assets	129,336
Total sales price	$	347,440

Net Cash Proceeds

Sales price	$	347,440
Repayment of mortgage loans	(28,711		)
Net cash from disposition	$	318,729

SUMMIT HOTEL PROPERTIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

(dollars in thousands)

The following is a summary of assets and liabilities acquired, including the Company’s allocation of the aggregate purchase price and net cash disbursed for the acquisition of the Noble Portfolio and the MCR Portfolio and the estimated assets and liabilities to be acquired and cash to be disbursed for the Pending Acquisitions:

Noble Portfolio Acquisition

Assets and Liabilities Acquired

Hotel buildings and improvements	$	71,967
Land	9,533
Furniture, fixtures and equipment	1,500
Net assets acquired	$	83,000

Net Cash Disbursed

Purchase price	$	83,000
Draw on revolving credit facility	$	83,000

Residence Inn Portfolio Acquisition

Assets and Liabilities Acquired

Hotel buildings and improvements	$	56,767
Land	2,373
Furniture, fixtures and equipment	910
Total fixed assets acquired	60,050
Other assets	325
Total assets acquired	60,375
Other liabilities	(3,262		)
Net assets acquired	$	57,113

Net Cash Disbursed

Purchase price	$	56,800
Net working capital acquired	313
Net assets acquired	57,113
Hotel acquisition costs	778
	$	57,891
Cash	$	300
Draw on revolving credit facility	57,591
	$	57,891

Pending Acquisitions

Estimated Assets and Liabilities to be Acquired

Hotel buildings and improvements	$	94,697
Land	12,173
Furniture, fixtures and equipment	2,130
Net assets acquired	$	109,000

Estimated Net Cash to be Disbursed

Purchase price	$	109,000
Draw on revolving credit facility	$	109,000

SUMMIT HOTEL PROPERTIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

(dollars in thousands)

3.             Pro Forma Adjustments

(a) The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:

	ASSETS																							LIABILITIES												EQUITY						NON- CONTROLLING INTERESTS
																																	Derivative
															Prepaid																		financial						Accumulated
	Investment in hotel		Assets held			Cash and			Restricted			Trade			expenses			Deferred			Other						Accounts			Accrued			instruments			Additional paid			deficit and			Non-controlling
	properties, net		for sale			equivalents			cash			receivables			and other			charges, net			assets			Debt			payable			expenses			(liability)			in capital			distributions			interests
ARCH Sale
Adjustment to reflect sale of assets to ARCH(1)	$	—	$	(213,335	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	(213,335	)	$	—
Adjustment to reflect pay-off of mortgages on certain properties sold																								(28,711		)													28,711
Adjustment to reflect paydown of revolving line of credit from net cash proceeds																								(318,729		)													318,729
Adjustment to reflect write-off of deferred financing costs related to mortgages on certain properties sold(2)																		(177		)																			(177		)
Adjustment for settlement of interest swaps on mortgages																								56									(56		)				—
Adjustment to reflect fees for termination of hotel property management contracts(3)																								4,592															(4,592		)
ING Debt Modification
Adjustment for deferred financing cost incurred to close debt modification																		930						1,264															(334		)
Noble Portfolio Acquisition
Adjustment to record fair value of acquired assets	6,463																																						6,463
Adjustment for assets and liabilities retained by seller						(1,897		)	(751		)	(553		)	(142		)	(113		)	(42		)	(37,967		)	(254		)	(998		)				(1,258		)	36,979
Adjustment to reflect draw on revolving line of credit to fund acquisitions																								83,000															(83,000		)
Adjustment to reflect capitalized franchise costs																		213						213															—
Residence Inn Portfolio Acquisition
Adjustment to record fair value of acquired assets and liabilities	21,085					5									20															3,262									17,848
Adjustment for assets and liabilities retained by seller						(1,781		)				(704		)	(185		)	(110		)	(1		)	(28,828		)	(231		)	(837		)				(5,744		)	32,859
Adjustment for draw on revolving line of credit to fund acquisitions																								57,591															(57,591		)
Adjustment to reflect cash paid to close acquisitions						(300		)																															(300		)
Adjustment to reflect capitalized franchise costs																		300																					300
Pending Acquisitions
Adjustment to record fair value of acquired assets	8,055																																						8,055
Adjustment for assets and liabilities retained by seller						(2,458		)	(2,921		)	(580		)	(89		)	(170		)	(975		)	(32,598		)	(2,113		)	(1,526		)	—			(21,245		)	50,289
Adjustment to reflect draw on revolving line of credit to fund acquisitions																								109,000															(109,000		)
Adjustment to reflect capitalized franchise costs																		300						300															—
Other
Adjustment to reflect the effect of pro forma adjustments on non-controlling interests																																							151			(151		)
	$	35,603	$	(213,335	)	$	(6,431	)	$	(3,672	)	$	(1,837	)	$	(396	)	$	1,173		$	(1,018	)	$	(190,817	)	$	(2,598	)	$	(99	)	$	(56	)	$	(28,247	)	$	32,055		$	(151	)

(1)	The ARCH Sale is expected to result in an estimated gain of approximately $129.3 million. The estimated gain on the sale has not been reflected in the pro forma condensed combined statement of operations as it is considered to be non-recurring in nature. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the purchase and sale agreement.
(2)	The pro forma adjustments related to the ARCH Sale include the write-off of unamortized deferred financing costs of approximately $0.2 million due to the pay-off of mortgages on certain properties sold. This pro forma adjustment has not been reflected in the pro forma condensed combined statement of operations as it is considered to be non-recurring.
(3)	The pro forma adjustments include a charge for early termination fees of approximately $4.6 million related to management contracts. This pro forma adjustment has not been reflected in the pro forma condensed combined statement of operations as it is considered to be non-recurring in nature.

SUMMIT HOTEL PROPERTIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

(dollars in thousands)

(b)           The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2015 are as follows:

																											NON- CONTROLLING
	REVENUES						EXPENSES												OTHER INCOME (EXPENSE)					INCOME TAXES			INTERESTS
				Other hotel			Hotel operating expenses									Depreciation											Income attributable
				operations						Other			Other			and			Interest			Other income		Income tax			to non-controlling
	Room			revenue			Room			direct			indirect			amortization			expense			(expense)		benefit (expense)			interests
ARCH Sale
Adjustment to eliminate operating results of sold properties	$	(42,503	)	$	(1,641	)	$	(10,812	)	$	(6,286	)	$	(11,421	)	$	(5,580	)	$	—		$	51	$	—		$	—
Adjustment to reflect reduction in interest expense due to paydown of revolving line of credit from sales proceeds																			(3,230		)
Adjustment to reflect reduction in interest expense due to pay-off of mortgage loans related to certain sold properties																			(714		)
ING Debt Modification
Adjustment to reflect difference in interest expense between original loans and modified loans																			295
Adjustment to reflect the amortization of additional deferred financing costs related to the modified loans																			136
Noble Portfolio Acquisition
Adjustment for difference in management fees paid by prior owner and the Company													(186		)
Adjustment to reflect difference between property taxes paid by prior owner and amounts expected to be paid by the Company													207
Adjustment to reflect difference between depreciation and amortization expense recorded by prior owner and amounts based on our basis in the property																1,739
Adjustment to eliminate interest paid by prior owner																			(746		)
Adjustment to reflect increase in interest expense due to drawdown of revolving line of credit to fund the acquisition																			861
Adjustment to eliminate income taxes paid by the prior owner																								(85		)
Residence Inn Portfolio Acquisition
Adjustment for difference in management fees paid by prior owner and the Company													(121		)
Adjustment to reflect difference between property taxes paid by prior owner and amounts expected to be paid by the Company													90
Adjustment to reflect amortization related to ground lease													(25		)
Adjustment to reflect difference between depreciation and amortization expense recorded by prior owner and amounts based on our basis in the property																455
Adjustment to eliminate interest paid by prior owner																			(480		)
Adjustment to reflect increase in interest expense due to drawdown of revolving line of credit to fund the acquisition																			591
Pending Acquisitions
Adjustment for difference in management fees paid by prior owner and the Company													(205		)
Adjustment to reflect difference between property taxes paid by prior owner and amounts expected to be paid by the Company													90
Adjustment to reflect difference between depreciation and amortization expense recorded by prior owner and amounts based on our basis in the property																2,499
Adjustment to eliminate interest paid by prior owner																			(903		)
Adjustment to reflect increase in interest expense due to drawdown of revolving line of credit to fund the acquisition																			1,131
Adjustment to eliminate income taxes paid by the prior owner																								(232		)
Additional Acquisitions
Adjustment for difference in management fees paid by prior owners and the Company													(19		)
Adjustment to reflect difference between property taxes paid by prior owners and amounts expected to be paid by the Company													27
Adjustment to reflect difference between depreciation and amortization expense recorded by the prior owners and amounts based on our basis in the property																1,425
Adjustment to reflect increase in interest expense due to drawdown of revolving line of credit to fund the acquisition																			611
Other
Adjustment to reflect the effect of pro forma adjustments on non-controlling interests																											(30		)
	$	(42,503	)	$	(1,641	)	$	(10,812	)	$	(6,286	)	$	(11,563	)	$	538		$	(2,448	)	$	51	$	(317	)	$	(30	)

No adjustment has been made for the income tax effects of the pro forma adjustments in the interim period, as the pro forma adjustments would not have a material tax effect.

SUMMIT HOTEL PROPERTIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

(dollars in thousands)

(c)           The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014:

																												NON- CONTROLLING
	REVENUES						EXPENSES												OTHER INCOME (EXPENSE)						INCOME TAXES			INTERESTS
				Other hotel			Hotel operating expenses									Depreciation												Income attributable to
				operations						Other			Other			and			Interest			Other income			Income tax			non-controlling
	Room			revenue			Room			direct			indirect			amortization			expense			(expense)			benefit (expense)			interests
ARCH Sale
Adjustment to eliminate operating results of sold properties	$	(81,285	)	$	(2,908	)	$	(21,690	)	$	(11,120	)	$	(22,181	)	$	(13,494	)	$	—		$	20		$	—		$	—
Adjustment to reflect reduction in interest expense due to paydown of revolving line of credit from sales proceeds																			(6,460		)
Adjustment to reflect reduction in interest expense due to pay-off of mortgage loans related to certain sold properties																			(1,436		)
ING Debt Modification
Adjustment to reflect difference in interest expense between original loans and modified loans																			592
Adjustment to reflect the amortization of additional deferred financing costs and third party expenses related to the modified loans																			272			(334		)
Noble Portfolio Acquisition
Adjustment for difference in management fees paid by prior owner and the Company													(333		)
Adjustment to reflect difference between property taxes paid by prior owner and amounts expected to be paid by the Company													428
Adjustment to reflect difference between depreciation and amortization expense recorded by prior owner and amounts based on our basis in the property																3,482
Adjustment to eliminate interest paid by the prior owner																			(2,002		)
Adjustment to reflect increase in interest expense due to drawdown of revolving line of credit to fund the acquisition																			1,723
Adjustsment to eliminate income taxes paid by the prior owner																									(20		)
Residence Inn Portfolio Acquisition
Adjustment for difference in management fees paid by prior owner and the Company													(239		)
Adjustment to reflect difference between property taxes paid by prior owner and amounts expected to be paid by the Company													178
Adjustment to reflect amortization related to ground lease													(51		)
Adjustment to reflect difference between depreciation and amortization expense recorded by prior owner and amounts based on our basis in the property																914
Adjustment to eliminate interest paid by prior owner																			(976		)
Adjustment to reflect increase in interest expense due to drawdown of revolving line of credit to fund the acquisition																			1,181
Adjustment to eliminate prior owner loss on derivatives and other miscelleaneous income (expense)																						73
Pending Acquisitions
Adjustment for difference in management fees paid by prior owner and the Company													(372		)
Adjustment to reflect difference between property taxes paid by prior owner and amounts expected to be paid by the Company													242
Adjustment to reflect difference between depreciation and amortization expense recorded by prior owner and amounts based on our basis in the property																5,005
Adjustment to eliminate interest paid by prior owner																			(1,853		)
Adjustment to reflect increase in interest expense due to drawdown of revolving line of credit to fund the acquisition																			2,263
Adjustment to eliminate income taxes paid by the prior owner																									(319		)
Additional Acquisitions
Adjustment for difference in management fees paid by prior owners and the Company													(260		)
Adjustment to reflect difference between property taxes paid by prior owners and amounts expected to be paid by the Company													36
Adjustment to reflect difference between depreciation and amortization expense recorded by the prior owners and amounts based on our basis in the property																2,850
Adjustment to reflect increase in interest expense due to drawdown of revolving line of credit to fund the acquisition																			1,224
Other
Adjustment to reflect the effect of pro forma adjustments on non- controlling interests																												(121		)
	$	(81,285	)	$	(2,908	)	$	(21,690	)	$	(11,120	)	$	(22,552	)	$	(1,243	)	$	(5,472	)	$	(241	)	$	(339	)	$	(121	)

SUMMIT HOTEL PROPERTIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

(dollars in thousands)

No adjustment has been made for the income tax effects of the pro forma adjustments as we had cumulative losses and a valuation allowance against substantially all our deferred tax assets for period presented and the pro forma adjustments would not have a material tax effect.

EX-99.2

Exhibit 99.2

12600 Hill Country Blvd. Suite R-100, Austin, Texas 78738 Telephone:  512-538-2300  Fax: 512-538-2333 www.shpreit.com

NEWS RELEASE

SUMMIT HOTEL PROPERTIES CONTINUES SUCCESSFUL EXECUTION OF CAPITAL RECYCLING PROGRAM

SELLS 10 HOTELS FOR $150.1 MILLION

ACQUIRES TWO HOTELS FOR $83.0 MILLION

Austin, Texas, October 20, 2015 — Summit Hotel Properties, Inc., (NYSE: INN) (the “Company”) announced today that on October 15, 2015, it completed the sale of tranche one of the previously announced sale of 26 hotels, to affiliates of American Realty Capital Hospitality Trust, Inc. (“ARCH”) for a total sales price of $150.1 million.

Additionally, the Company completed the acquisition of the Hyatt House hotel located in Miami, Florida, and the Courtyard by Marriott hotel in Atlanta (Decatur), Georgia, on October 19 and October 20, 2015, respectively, for an aggregate purchase price of $83.0 million.

“We are thrilled with the success of our capital recycling program.  This transformation into higher quality premium select-service assets demonstrates our commitment to thoughtful capital allocation.  The execution of this strategy will continue to create long-term value for our shareholders,” said President and Chief Executive Officer, Daniel P. Hansen.

Since the transaction to dispose of 26 hotels for a total sales price of $347.4 million was announced in June 2015, the Company has completed $198.8 million of acquisitions and has an additional $109.0 million of acquisitions under contract.

Hotel Acquisitions

The Company acquired the 156-guestroom Hyatt House hotel located in Miami, Florida, for a total purchase price of $39.0 million and entered into a management agreement with Interstate Hotels & Resorts.  The Company plans to spend approximately $4.8 million on capital improvements at the property in 2016, and estimates a capitalization rate, including planned capital expenditures, in the range of 8.0 percent to 8.5 percent based on management’s current estimate of the hotel’s 2017 net operating income.  The Company currently estimates the hotel will contribute approximately $0.7 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”) through the balance of 2015.

Located in the Waterford Corporate Park, and adjacent to the Miami International Airport, the Hyatt House is surrounded by several Fortune 500 companies including FedEx, Avaya, Caterpillar, Estee Lauder Companies, Hewlett-Packard, Hasbro and Proctor & Gamble, making this hotel a great addition to the Company’s portfolio.  Leisure demand is driven mainly through travelers’ utilizing the Miami International Airport.

1

The Company also acquired the 179-guestroom Courtyard by Marriott located in Atlanta (Decatur), Georgia, for a total purchase price of $44.0 million and entered into a management agreement with Interstate Hotels & Resorts.  The Company plans to spend approximately $0.5 million on capital improvements in 2016, and estimates a capitalization rate, including planned capital expenditures, in the range of 8.0 percent to 8.5 percent based on management’s current estimate of the hotel’s 2016 net operating income.  The Company currently estimates the hotel will contribute approximately $0.6 million of EBITDA through the balance of 2015.

The Courtyard by Marriott Atlanta (Decatur), Georgia, is located in downtown Decatur, which is approximately six miles outside of downtown Atlanta.  The area’s largest demand generators include AT&T, Emory University and Hospital, and ABC Studios.  With a state of the art lobby, and fifteen thousand square feet of meeting space, the hotel is well-suited to accommodate a variety of meetings and events.

“We are excited about the unique opportunity to add this high-quality hotel to our portfolio.  The Courtyard Decatur’s expanded meeting, conference and catering space allows for a small group presence while delivering the attractive margins we expect from the premium select-service segment,” said Hansen.

Hotel Dispositions

The Company closed on the first tranche of the previously announced disposition of 26 hotels to affiliates of ARCH, which included 10 hotels containing 1,090 guestrooms, for a total sales price of $150.1 million.  The Company estimates the hotels would have contributed approximately $2.3 million of EBITDA through the balance of 2015.  The aggregate sales price of $347.4 million for all 26 hotels represents a capitalization rate of 7.5 percent, including estimated capital improvements, for the trailing twelve months ended September 30, 2015.

LOCATION	ROOMS	SALE DATE
Hampton Inn - Medford, OR	75	10/15/2015
DoubleTree - Baton Rouge, LA	127	10/15/2015
Fairfield Inn & Suites - Baton Rouge, LA	78	10/15/2015
SpringHill Suites - Baton Rouge, LA	78	10/15/2015
TownePlace Suites - Baton Rouge, LA	90	10/15/2015
Hampton Inn & Suites - El Paso, TX	139	10/15/2015
Hampton Inn - Ft. Wayne, IN	118	10/15/2015
Residence Inn - Ft. Wayne, IN	109	10/15/2015
Courtyard - Flagstaff, AZ	164	10/15/2015
SpringHill Suites - Flagstaff, AZ	112	10/15/2015
	1,090

2

The sale of the remaining properties is scheduled to close in two separate tranches totaling $197.3 million, with expected sales dates of December 2015 and the first quarter 2016.  The agreements are subject to customary and standard closing conditions.

Below is an updated list of the remaining hotels included in the portfolio disposition:

LOCATION	ROOMS	ESTIMATED SALE DATE
Residence Inn - Jackson, MS	100	Dec-15
Holiday Inn Express - Vernon Hills, IL	119	Dec-15
Courtyard - Germantown, TN	93	Dec-15
Courtyard - Jackson, MS	117	Dec-15
Fairfield Inn & Suites - Germantown, TN	80	Dec-15
Residence Inn - Germantown, TN	78	Dec-15
Aloft - Jacksonville, FL	136	Dec-15
Staybridge Suites - Ridgeland, MS	92	Dec-15
Homewood Suites - Ridgeland, MS	91	Dec-15
Courtyard - El Paso, TX	90	Dec-15
Fairfield Inn & Suites - Spokane, WA	84	2016 – Q1
Fairfield Inn & Suites - Denver, CO	160	2016 – Q1
SpringHill Suites - Denver, CO	124	2016 – Q1
Hampton Inn - Ft. Collins, CO	75	2016 – Q1
Fairfield Inn & Suites - Bellevue, WA	144	2016 – Q1
Hilton Garden Inn - Ft. Collins, CO	120	2016 – Q1
	1,703

About Summit Hotel Properties

Summit Hotel Properties, Inc., is a publicly-traded real estate investment trust focused primarily on owning premium-branded, select-service hotels in the upscale and upper midscale segments of the lodging industry.  As of October 20, 2015, the Company’s portfolio consisted of 87 hotels with a total of 11,420 guestrooms located in 24 states.

For additional information, please visit the Company’s website, www.shpreit.com.

Contact:

Adam Wudel

Vice President - Finance

Summit Hotel Properties

(512) 538-2325

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Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “plan,” “likely,” “would,” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Examples of forward-looking statements include the following: the Company’s ability to realize embedded growth from the deployment of renovation capital; projections of the Company’s revenues and expenses, capital expenditures or other financial items; descriptions of the Company’s plans or objectives for future operations, acquisitions, dispositions, financings or services; forecasts of the Company’s future financial performance and potential increases in average daily rate, occupancy, RevPAR, room supply and demand, FFO and AFFO; the Company’s outlook with respect to pro forma RevPAR, pro forma RevPAR growth, RevPAR, RevPAR growth,  AFFO,  AFFO per diluted unit and renovation capital deployed; and descriptions of assumptions underlying or relating to any of the foregoing expectations regarding the timing of their occurrence. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission (“SEC”). Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

For information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC, and its quarterly and other periodic filings with the SEC. The Company undertakes no duty to update the statements in this release to conform the statements to actual results or changes in the Company’s expectations.

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