SUMMIT HOTEL PROPERTIES,INC. (NYSE:INN) Files An 8-K Material Modification to Rights of Security Holders
ME Staff 8-k
SUMMIT HOTEL PROPERTIES,INC. (NYSE:INN) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modifications to Rights of Security Holders.
On November8, 2017, Summit Hotel Properties,Inc. (the “Company”) filed, with the State Department of Assessments and Taxation of Maryland, Articles Supplementary (the “Articles Supplementary”) to the Articles of Amendment and Restatement of the Company, as amended and supplemented, classifying and designating 6,400,000 of the Company’s authorized shares of preferred stock, $0.01 par value per share, as 6.250% SeriesE Cumulative Redeemable Preferred Stock, $0.01 par value per share (“SeriesE Preferred Stock”). A summary of the material terms of the SeriesE Preferred Stock is set forth under the caption “Description of the SeriesE Preferred Stock” in the Company’s prospectus supplement, dated November2, 2017 and filed with the U.S. Securities and Exchange Commission (the “SEC”) on November3, 2017 (the “Prospectus Supplement”). The summary of the SeriesE Preferred Stock in the Prospectus Supplement and the following description of the SeriesE Preferred Stock are qualified in their entirety by reference to the Articles Supplementary, which are hereby incorporated by reference into this Item 3.03 and which were filed as Exhibit3.7 to the Company’s Registration Statement on Form8-A, filed with the SEC on November8, 2017.
The Company filed the Articles Supplementary in connection with its previously announced underwritten public offering of SeriesE Preferred Stock, as further described below.
The SeriesE Preferred Stock rank senior to the Company’s common stock, $0.01 par value per share (“Common Stock”), with respect to distribution rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company. The SeriesE Preferred Stock rank on a parity with the Company’s 7.875% SeriesB Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “SeriesB Preferred Stock”), the Company’s 7.125% SeriesC Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “SeriesC Preferred Stock”), and the Company’s 6.45% SeriesD Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “SeriesD Preferred Stock”), with respect to distribution rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company.
In addition to other preferential rights, each holder of shares of SeriesE Preferred Stock is entitled to receive a liquidation preference, which is equal to $25.00 per share of SeriesE Preferred Stock, plus any accrued and unpaid distributions to, but not including, the date of the payment, before the holders of shares of Common Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company. Furthermore, the Company is restricted from declaring or paying any distributions, or setting aside any funds for the payment of distributions, on shares of Common Stock, SeriesB Preferred Stock, SeriesC Preferred Stock or SeriesD Preferred Stock or, subject to certain exceptions, redeeming or otherwise acquiring shares of Common Stock, SeriesB Preferred Stock, SeriesC Preferred Stock or SeriesD Preferred Stock, as applicable, unless full cumulative distributions on the SeriesE Preferred Stock have been declared and either paid or set aside for payment in full for all past distribution periods.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information about the Articles Supplementary set forth under Item 3.03 of this Current Report on Form8-K is hereby incorporated by reference into this Item 5.03.
In connection with the anticipated closing of the offering of the SeriesE Preferred Stock, Summit Hotel GP, LLC, a wholly owned subsidiary of the Company and the sole general partner of Summit Hotel OP, LP, a Delaware limited partnership (the “Operating Partnership”), on its own behalf as general partner of the Operating Partnership and on behalf of the limited partners of the Operating Partnership, on November8, we entered into the Seventh Amendment (the “Seventh Amendment”) to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended prior to the Seventh Amendment (the “Partnership Agreement”), to provide for the issuance of up to 6,400,000 6.250% SeriesE Cumulative Redeemable Preferred Units (liquidation preference $25.00 per unit) (the “SeriesE Preferred Units”). Such amendment is filed as Exhibit3.2 to this Current Report on Form8-K and incorporated by reference herein. The Company expects to contribute the net proceeds from the sale of the SeriesE Preferred Stock in the Preferred Stock Offering (as defined below) to the Operating Partnership in exchange for the same number of SeriesE Preferred Units. The SeriesE Preferred Units have economic terms that mirror the terms of the SeriesE Preferred Stock. The issuance of the SeriesE Preferred Units will be exempt from registration to Section4(a)(2)of the Securities Act of 1933, as amended (the “Securities Act”).
The SeriesE Preferred Units will rank, as to distributions and upon liquidation, senior to the common units of limited partnership interest in the Operating Partnership and on a parity with the Operating Partnership’s 7.875% SeriesB Cumulative Redeemable Preferred Units, 7.125% SeriesC Cumulative Redeemable Preferred Units, 6.45% SeriesD Cumulative Redeemable Preferred Units and other parity units the Operating Partnership may issue in the future.
This description of the material terms of the Seventh Amendment is qualified in its entirety by reference to the Seventh Amendment to the Partnership Agreement, which is filed as Exhibit3.2 to this Current Report on Form8-K and is hereby incorporated by reference into this Item 5.03.
Item 7.01. Regulation FD Disclosure.
On November2, 2017, the Company issued a press release announcing the pricing of an underwritten public offering of SeriesE Preferred Stock. A copy of that press release is furnished as Exhibit99.1 to this Current Report on Form8-K and is hereby incorporated by reference into this Item 7.01.
Item 8.01. Other Events.
On November2, 2017, the Company and the Operating Partnership entered into an underwriting agreement (the “Underwriting Agreement”) with the several underwriters named on Schedule I therein (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner& Smith Incorporated, Robert W. Baird& Co. Incorporated, Raymond James& Associates,Inc. and RBC Capital Markets, LLC are acting as representatives, to which the Company agreed to offer and sell 6,400,000 shares of SeriesE Preferred Stock at a public offering price of $25.00 per share (the “Preferred Stock Offering”). In the Underwriting Agreement, the Company and the Operating Partnership made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. The closing of the Preferred Stock Offering is expected to occur on November13, 2017, subject to customary closing conditions, to the terms of the Underwriting Agreement.
The Company estimates that the net proceeds from the Preferred Stock Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $154.7 million.
The Preferred Stock Offering was made to the Company’s shelf registration statement on FormS-3 (File No.333-212118), which became effective upon filing with the SEC on June20, 2016, a base prospectus, dated June20, 2016, included as part of the registration statement, and the Prospectus Supplement.
This description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit1.1 to this Current Report on Form8-K and is hereby incorporated by reference into this Item 8.01. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption “Underwriting” contained in the Prospectus Supplement, which disclosure is hereby incorporated by reference into this Item 8.01.
In connection with the filing of the Underwriting Agreement, the Company is filing as Exhibit5.1 to this Current Report on Form8-K the opinion of Venable LLP relating to the legality of the issuance of the shares of SeriesE Preferred Stock.
Forward-Looking Statements
This Current Report on Form8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements relate to the closing of the Preferred Stock Offering, the contribution of the net proceeds of the Preferred Stock Offering and the issuance of the SeriesE Preferred Units. 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.
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 and other factors as are described in greater detail in the Company’s filings with the SEC, including, without limitation, the Company’s Annual Report on Form10-K for the year ended December31, 2016. 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.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits.
Exhibit No.
Description
1.1
Underwriting Agreement, dated November2, 2017, by and among Summit Hotel Properties,Inc., Summit Hotel OP, LP and the several Underwriters listed on ScheduleI attached thereto, for whom Merrill Lynch, Pierce, Fenner& Smith Incorporated, Robert W. Baird& Co. Incorporated, Raymond James& Associates,Inc. and RBC Capital Markets, LLC are acting as representatives.
3.1
Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties,Inc. designating the Company’s 6.250% SeriesE Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit3.7 of the Company’s Registration Statement on Form8-A filed with the SEC on November8, 2017).
3.2
Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP, dated November8, 2017.
5.1
Opinion of Venable LLP, dated November8, 2017, regarding the legality of the 6.250% SeriesE Cumulative Redeemable Preferred Stock, $0.01 par value per share.
23.1
Consent of Venable LLP (included in Exhibit5.1 hereto).
99.1
Press release dated November2, 2017.
Summit Hotel Properties, Inc. ExhibitEX-1.1 2 a17-26185_1ex1d1.htm EX-1.1 Exhibit 1.1 SUMMIT HOTEL PROPERTIES,…To view the full exhibit click here 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 81 hotels with over 10,957 guestrooms located in 23 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.