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 the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2016

SUMMIT HOTEL PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland
(State or Other Jurisdiction
of Incorporation or Organization) 001-35074
(Commission File Number) 27-2962512
(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

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

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

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

Item 1.01. Entry into a Material Definitive Agreement

Extension of Closing Date of Purchase Agreement

As previously disclosed by Summit Hotel Properties, Inc. (“Summit”) in a Current Report on 8-K filed on February 16, 2016, Summit Hotel OP, LP, the operating partnership of Summit and certain affiliated entities (collectively, the “Company”) and American Realty Capital Hospitality Portfolio SMT ALT, LLC (“ARCH Purchaser”), an affiliate of American Realty Capital Hospitality Trust, Inc. (“ARCH”) entered into a letter agreement (the “Reinstatement Agreement”) to reinstate the Real Estate Purchase and Sale Agreement, dated as of June 2, 2015, (the “Purchase Agreement”) in its entirety, except as modified by the Reinstatement Agreement.

Pursuant to the Purchase Agreement, the ARCH Purchaser has the right to acquire from the Company fee simple interests in the eight hotels listed below containing a total of 741 guestrooms for an aggregate purchase price of $77.2 million with a closing that was required to occur by December 30, 2016.

Hotel	Location	Number of Rooms
Residence Inn	Jackson, MS		100
Courtyard by Marriott	Germantown, TN		93
Courtyard by Marriott	Jackson, MS		117
Fairfield Inn & Suites	Germantown, TN		80
Residence Inn	Germantown, TN		78
Staybridge Suites	Ridgeland, MS		92
Homewood Suites	Ridgeland, MS		91
Courtyard by Marriott	El Paso, TX		90
			741

On December 30, 2016, the Company and the ARCH Purchaser entered into a letter agreement to extend the required closing date of the Purchase Agreement to January 10, 2017. 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Letter Agreement, dated as of December 30, 2016, by and among Summit Hotel OP, LP and certain affiliated entities, and American Realty Capital Hospitality Portfolio SMT ALT, LLC.

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 and 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 the remaining eight hotels to the ARCH Purchaser pursuant to the Purchase Agreement. No assurances can be given that the sale of the remaining eight hotels to the ARCH Purchaser pursuant to the Purchase Agreement will be completed when expected, on the terms described or at all. The completion of the sale of the remaining eight hotels pursuant to the Purchase Agreement is subject to certain conditions, 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.

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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 hereunto duly authorized.

	SUMMIT HOTEL PROPERTIES, INC.
	By:	/s/ Christopher R. Eng
		Christopher R. Eng
		Executive Vice President, General Counsel,
Date: January 6, 2017		Chief Risk Officer and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement, dated as of December 30, 2016, by and among Summit Hotel OP, LP and certain affiliated entities, and American Realty Capital Hospitality Portfolio SMT ALT, LLC.

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EX-10.1

Exhibit 10.1

AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC

c/o American Realty Hospitality Trust, Inc.

405 Park Avenue

New York, NY 10022

December 30, 2016

Summit Hotel OP, LP

Each of the Sellers listed on Schedule 1 to the Purchase Agreement

c/o Summit Hotel Properties, Inc.

12600 Hill Country Boulevard, Suite R-100

Austin, TX 78738

Attention: Chris Eng, Senior Vice President, General Counsel & Chief Risk Officer

Dear Chris:

Reference is made to that certain Real Estate Purchase and Sale Agreement, dated as of June 2, 2015, by and among the sellers listed on Schedule 1 attached thereto (each a “Seller” and collectively the “Sellers”), Summit Hotel OP, LP (“Summit”) and American Realty Capital Hospitality Portfolio SMT, LLC (the “Original Purchaser”), as amended pursuant to that certain letter agreement dated as of July 15, 2015 (the “July 15 Letter Agreement”), that certain letter agreement dated as of August 21, 2015 (the “August 21 Letter Agreement”), that certain letter agreement dated as of October 20, 2015 (the “October 20 Letter Agreement”), that certain extension notice dated as of October 26, 2015 (the “Extension Notice”) and that certain reinstatement agreement dated as of February 11, 2016 (the “Reinstatement Agreement,” and collectively with the July 15 Letter Agreement, the August 21 Letter Agreement, the October 20 Letter Agreement and the Extension Notice, the “Purchase Agreement”).

Pursuant to the Reinstatement Agreement, American Realty Capital Hospitality Portfolio SMT ALT, LLC (the “Purchaser”) replaced the Original Purchaser under the Purchase Agreement.

Sellers and Purchaser desire to change the definition of Closing Date and have agreed to further amend the Purchase Agreement to reflect such modification on the terms and conditions set forth in this letter agreement (this “Letter Agreement”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Sellers, Summit and Purchaser hereby agree that the Purchase Agreement shall be amended and modified in accordance with Section 14.4 thereof as follows:

1.             New Closing Date. The definition of “Closing Date” in Section 4.1 of the Purchase Agreement is hereby amended by deleting the words “December 30, 2016” and replacing them with the words “January 10, 2017”.

2.             Ratification. The Sellers and Purchaser ratify and confirm the continued force and effect of the Purchase Agreement, as modified by this Letter Agreement. The Sellers and Purchaser agree that all terms and provisions of the Purchase Agreement shall be and remain in full force and effect as therein written, except as otherwise expressly provided herein.

3.             Binding Effect. This Letter Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

4.             Counterparts. This Letter Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Letter Agreement.

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Sincerely,

AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC,

a Delaware limited liability company    

By:	/s/ Paul C. Hughes
Name:	Paul C. Hughes
Title:	Authorized Signatory

Signature Page to Letter Agreement

SUMMIT HOTEL OP, LP,

a Delaware limited partnership (Individually and in accordance with Section 14.20 of the

Purchase Agreement on behalf of each Seller)

By: SUMMIT HOTEL GP, LLC,

its general partner

By: SUMMIT HOTEL PROPERTIES, INC.,

its sole member

By:	/s/ Chris Eng
Name:	Chris Eng
Title:	Secretary

SUMMIT HOSPITALITY I, LLC,

a Delaware limited liability company

By:	/s/ Chris Eng
Name:	Chris Eng
Title:	Secretary

Signature Page to Letter Agreement