SUMMIT HOTEL PROPERTIES,INC. (NYSE:INN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On May25, 2017, Summit Hotel Properties,Inc. (the Company) and
its operating partnership, Summit Hotel OP, LP (the Operating
Partnership), entered into separate sales agreements
(collectively, the Sales Agreements) with each of Robert W. Baird
Co. Incorporated, Raymond James Associates,Inc., Merrill Lynch,
Pierce, Fenner Smith Incorporated, Deutsche Bank Securities Inc.,
RBC Capital Markets, LLC, KeyBanc Capital Markets Inc., Canaccord
Genuity Inc., Jefferies LLC, BBT Capital Markets, a division of
BBT Securities, LLC, and BTIG, LLC (collectively, the Sales
Agents), to which the Company may sell the Companys shares of
common stock, $0.01 par value per share, having an aggregate
offering price of up to $200,000,000 (the Shares), from time to
time through the Sales Agents, each acting as a sales agent
and/or principal. At the same time, the Company terminated each
of the sales agreements entered into in connection with its prior
at-the-market offering program, which was established in
August2016 and under which 6,151,514 shares of the Companys
common stock were sold for net proceeds of approximately $89.1
million.
to the Sales Agreements, the Shares may be offered and sold
through any Sales Agent in transactions that are deemed to be at
the market offerings as defined in Rule415 under the Securities
Act of 1933, as amended, including sales made directly on the New
York Stock Exchange or sales made to or through a market maker
other than on an exchange or, with the prior consent of the
Company, in privately negotiated transactions. Each Sales Agent
will be entitled to compensation equal to up to 2.0% of the gross
proceeds of the Shares sold through such Sales Agent from time to
time under the related Sales Agreement. The Company has no
obligation to sell any of the Shares under the Sales Agreements
and may at any time suspend solicitations and offers under, or
terminate, any of the Sales Agreements.
The Shares will be issued to the Companys Registration Statement
on FormS-3 (File No.333-212118). The Company filed a prospectus
supplement, dated May25, 2017, to the prospectus, dated June20,
2016, with the Securities and Exchange Commission (the SEC) in
connection with the offer and sale of the Shares.
The form of Sales Agreement is filed as Exhibit 10.1 to this
Current Report on Form8-K, and the description herein of the
material terms of the Sales Agreements is qualified in its
entirety by reference to that exhibit. For a more detailed
description of the Sales Agreements, see the disclosure under the
caption Plan of Distribution (Conflicts of Interest) contained in
the Companys prospectus supplement, dated May25, 2017, relating
to the offering of the Shares referred to above, which was filed
with the SEC to Rule424(b)under the Securities Act of 1933, as
amended, which disclosure is hereby incorporated herein by
reference.
In connection with entering into the Sales Agreements and filing
the prospectus supplement referred to above, the Company is
filing as Exhibit5.1 to this Current Report on Form8-K the
opinion of its Maryland counsel, Venable LLP.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
ExhibitNo. |
|
Description |
5.1 |
Opinion of Venable LLP, dated August3, 2015, regarding |
|
10.1 |
Form of Sales Agreement, dated May25, 2017, by and among |
|
23.1 |
Consent of Venable LLP (included in Exhibit5.1 hereto). |
About SUMMIT HOTEL PROPERTIES, INC. (NYSE:INN)
Summit Hotel Properties, Inc. is a real estate investment trust (REIT). The Company is focused primarily on owning premium-branded, select-service hotels in the Upscale segment of the United States lodging industry. The Company’s portfolio consists of 75 hotels with over 10,444 guestrooms located in 22 states. The Company’s hotels are located in markets, such as business and corporate headquarters, retail centers, airports and tourist attractions. The Company’s portfolio is located in urban and suburban markets. Based on total number of guestrooms, approximately 86% of the Company’s portfolio is positioned in over 50 metropolitan statistical areas (MSAs), and approximately 95% is located within over 100 MSAs. Based on total number of guestrooms, approximately 99% of the Company’s hotels operate under franchise brands owned by Marriott International, Inc., Hilton Worldwide, InterContinental Hotels Group, and an affiliate of Hyatt Hotels Corporation. SUMMIT HOTEL PROPERTIES, INC. (NYSE:INN) Recent Trading Information
SUMMIT HOTEL PROPERTIES, INC. (NYSE:INN) closed its last trading session up +0.31 at 17.95 with 1,235,369 shares trading hands.