UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2011
SUMMIT HOTEL OP, LP
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
000-54273 (Commission File Number) |
27-2966616 (I.R.S. Employer Identification No.) |
2701 South Minnesota Avenue, Suite 6
Sioux Falls, South Dakota 57105
(Address of Principal Executive Offices) (Zip Code)
Sioux Falls, South Dakota 57105
(Address of Principal Executive Offices) (Zip Code)
(605) 361-9566
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
(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 240.425) |
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 5.02. | Departure of Directors or Certain Executive Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 9, 2011, the Board of Directors of Summit Hotel Properties, Inc. (Summit)
appointed Bjorn R. L. Hanson, David S. Kay, Thomas W. Storey and Wayne W. Wielgus as directors of
Summit. Each of the appointees is independent in accordance with the applicable rules of the New
York Stock Exchange. The four independent directors join Kerry W. Boekelheide, Summits Executive
Chairman of the Board, and Daniel P. Hansen, Summits President and Chief Executive Officer, as
members of the Board of Directors.
The following table depicts the composition of Summits Audit, Compensation and Nominating and
Corporate Governance Committees following the appointment of Messrs. Hanson, Kay, Storey and
Wielgus to the Board of Directors:
Director | Audit | Compensation | Nominating and Corporate Governance | |||
Bjorn R. L. Hanson
|
ü | ü | ||||
David S. Kay
|
ü(Chair) | ü | ||||
Thomas W. Storey
|
ü | ü(Chair) | ||||
Wayne W. Wielgus
|
ü | ü(Chair) | ü |
Biographical information regarding Summits independent directors appears under the caption
ManagementBiographies of Our Directors, Director Nominees and Executive Officers in Summits
prospectus, dated February 8, 2010 (the IPO Prospectus), filed by Summit with the Securities and
Exchange Commission on February 10, 2011 pursuant to Rule 424(b) of the Securities Act of 1933, as
amended (the Securities Act). Such biographical information is incorporated by reference herein.
A summary of the material terms of the independent directors compensation appears in the IPO
Prospectus under the caption ManagementCompensation of Directors and is incorporated
by reference herein.
Item 8.01. | Other Events. |
On February 8, 2011, Summit and Summit Hotel OP, LP entered into an underwriting agreement
with Deutsche Bank Securities Inc., Robert W. Baird & Co. Incorporated and RBC Capital Markets,
LLC, as representatives of the several underwriters, in connection with the issuance and sale by
Summit to the several underwriters of 26,000,000 shares of common stock at the initial public
offering price of $9.75 per share, less the underwriting discount. Pursuant to the underwriting
agreement, Summit has also granted the underwriters a 30-day option to purchase up to 3,900,000
additional shares of common stock at the initial public offering price, less the underwriting
discount, to cover over-allotments, if any.
On February 14, 2011, Summit closed its initial public offering of 26,000,000 shares of common
stock for aggregate gross proceeds of approximately $253.5 million before deducting the
underwriting discount and expenses payable by Summit. In addition, Summit issued and sold in a
concurrent private placement to Six Continents Limited, an affiliate of InterContinental Hotels
Group (IHG), a total of 1,274,000 shares of common stock at a price of $9.0675 per share for
additional proceeds of approximately $11.6 million.
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 OP, LP By: SUMMIT HOTEL GP, LLC, its General Partner By: SUMMIT HOTEL PROPERTIES, INC., its Sole Member |
||||
By: | /s/ Christopher R. Eng | |||
Christopher R. Eng | ||||
Date: February 14, 2011 | Vice President, General Counsel and Secretary | |||