Attached files
| file | filename |
|---|---|
| EX-10.1 - SUMMIT HOTEL PROPERTIES LLC | v195060_ex10-1.htm |
| EX-10.2 - SUMMIT HOTEL PROPERTIES LLC | v195060_ex10-2.htm |
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): August 19,
2010
SUMMIT
HOTEL PROPERTIES, LLC
(Exact
name of registrant as specified in its charter)
|
South
Dakota
|
000-51955
|
20-0617340
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
employer identification no.)
|
|
of
incorporation or organization)
|
2701
South Minnesota Avenue, Suite 6, Sioux Falls, South Dakota 57105
(Address
of principal executive offices, including zip code)
Registrant’s
Telephone Number, Including Area Code: (605)
361-9566
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
1.01 Entry into a Material Definitive Agreement.
First
National Bank of Omaha – Credit Pool
On August
19, 2010, Summit Hotel Properties, LLC (“Company”) entered into a Second Amended
and Restated Loan Agreement related to its credit pool line of credit ("Credit
Pool") with First National Bank of Omaha. The Credit Pool is for the purpose of
providing interim financing for existing, newly acquired and constructed hotels.
Each loan from the Credit Pool is classified as either a Pool One loan or a Pool
Two loan.
There are
three loans in Pool One, each evidenced by a separate note, as
follows:
|
Hotel
|
Principal
Amount
|
Maturity
Date
|
|||
|
Las
Colinas, TX Hyatt Place
|
$
|
6,700,000 |
7/31/2011
|
||
|
Las
Colinas, TX Holiday Inn Express
|
$
|
6,375,000 |
7/31/2011
|
||
|
Jackson,
MS Staybridge Suites
|
$
|
5,850,000 |
7/31/2011
|
||
Loans
from Pool One previously required monthly interest-only payments, however, with
this amendment such loans now require monthly principal plus interest
payments. The interest rate for Pool One loans is 90-day LIBOR plus
4.0%, with a floor of 5.50%.
There are
three loans in Pool Two, each evidenced by a separate note, as
follows:
|
Hotel
|
Principal
Amount
|
Maturity
Date
|
|||
|
Jackson,
MS Courtyard by Marriott
|
$
|
8,914,617 |
7/1/2013
|
||
|
Germantown,
TN Courtyard by Marriott
|
$
|
6,818,438 |
7/1/2013
|
||
|
Atlanta,
GA Hyatt Place
|
$
|
8,676,472 |
2/1/2014
|
||
Loans
from Pool Two require monthly principal plus interest payments. The
interest rate for Pool Two loans is 90-day LIBOR plus 4.0%, with a floor of
5.25%.
Each of
the Credit Pool loans is secured by a mortgage on the property
financed. The loans are cross-collateralized and
cross-defaulted. The Credit Pool carries customary terms, conditions
and covenants, including but not limited to: the Company may not exceed an
aggregate of $450 million outstanding debt without the prior approval of the
lender; we must maintain a minimum aggregate senior mortgage loan debt service
coverage ratio of 1.50 to 1.00; and we are required to make monthly capital
expenditure reserve payments of 3.0% of gross revenues on the three Pool Two
notes and the Jackson, MS Staybridge Suites hotel.
First
National Bank of Omaha – Acquisition Line
On August
19, 2010, Summit Hotel Properties, LLC (“Company”) entered into a Second Amended
and Restated Loan Agreement related to its acquisition line of credit
("Acquisition Line") with First National Bank of Omaha and Union Bank. The
Acquisition Line is for the purpose of temporarily funding acquisitions and
construction of new hotels, and funding potential draws on letters of credits.
The borrowings under the Acquisition Line are repaid as permanent financing and
equity sources for such acquisitions are secured. The principal amount of the
Acquisition Line is $22.7 million, which is roughly equivalent to the current
amount outstanding under the notes held under the Acquisition Line, and amounts
outstanding under letters of credit issued by First National Bank of
Omaha. The Company is restricted from taking additional advances
under the Acquisition Line.
There are
two hotels financed under the Acquisition Line. The Flagstaff,
Arizona hotel has two separate notes made to two different lenders, as
follows:
|
Hotel
|
Lender
|
Principal
Amount
|
Maturity
Date
|
|||
|
Flagstaff,
AZ SpringHill Suites
|
First
National Bank Omaha
|
$
|
6,483,750 |
7/31/2011
|
||
|
Flagstaff,
AZ SpringHill Suites
|
Union
Bank
|
$
|
2,161,250 |
7/31/2011
|
||
|
Jacksonville,
FL Aloft Hotel
|
First
National Bank Omaha
|
$
|
11,357,943 |
6/8/2011
|
||
Loans
under the Acquisition Line previously required monthly interest-only payments,
however, with this amendment the Flagstaff, AZ loans now require monthly
principal plus interest payments. Payments on the Jacksonville, FL
loan are interest-only. The interest rate for the Acquisition Line
loans is 90-day LIBOR plus 4.0%, with a floor of 5.5%.
Each of
the Acquisition Line loans is secured by a mortgaged on the property
financed. The loans are cross-collateralized and
cross-defaulted. The Acquisition Line carries customary terms,
conditions and covenants, including but not limited to: the Company may not
exceed an aggregate of $450 million outstanding debt without the prior approval
of the lender; we must maintain a minimum aggregate senior mortgage loan debt
service coverage ratio of 1.50 to 1.00; and we are required to make monthly
capital expenditure reserve payments of 3.0% of gross
revenues. Furthermore, the lender is currently obtaining an updated
appraisal of the Jacksonville, FL hotel. In the event that the
outstanding principal balance of the related note exceeds 65% of the appraised
value of the Jacksonville, FL hotel, the Company will be required to make an
additional principal payment so that the loan-to-value does not exceed
65%.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 concerning the Company’s direct financial
obligations is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
|
10.1
|
Second
Amended and Restated Loan Agreement (Credit Pool) between Summit Hotel
Properties, LLC and First National Bank of Omaha entered into August 19,
2010
|
|
10.2
|
Second
Amended and Restated Loan Agreement (Acquisition Line) between Summit
Hotel Properties, LLC and First National Bank of Omaha entered into August
19, 2010
|
SIGNATURES
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, LLC
|
|||
|
|
By:
|
/s/
Kerry W. Boekelheide
|
|
| Name: Kerry W. Boekelheide | |||
|
Title: Chief
Executive Officer
|
|||
Dated: August
24, 2010