Item 1.01. Entry into a Material Definitive Agreement.

The information regarding the Registration Rights Agreement, the Director Nomination Agreement, the Tax Protection Agreement and the Credit Agreement set forth under Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference under this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.





Portfolio Acquisition

As previously disclosed in a Current Report on Form 8-K filed by Summit Hotel Properties, Inc. (the "Company") on November 3, 2021, Summit Hotel OP, LP (the "Operating Partnership"), the operating partnership of the Company, and Summit Hospitality JV, LP, the Company's joint venture with GIC, Singapore's sovereign wealth fund (the "Joint Venture"), entered into a Contribution and Purchase Agreement (the "Contribution and Purchase Agreement") with NewcrestImage Holdings, LLC, a Delaware limited liability company, and NewcrestImage Holdings II, LLC, a Delaware limited liability company (together, "NewcrestImage"), to purchase from NewcrestImage a portfolio of 27 hotel properties, containing an aggregate of 3,709 guestrooms, and two parking structures, containing 1,002 spaces (such hotels and parking structures, the "Portfolio"), for an aggregate purchase price of $822.0 million. Information about the properties included in the Portfolio is set forth in the table below.

On January 13, 2022, the Operating Partnership and the Joint Venture completed the acquisition of the Portfolio except for one hotel property, the 176-guestroom Canopy by Hilton New Orleans (the "Canopy New Orleans"), which is still under construction, for an aggregate purchase price of $766.0 million (the "Acquisition"), paid in the form of 15,314,494 common units of limited partnership of the Operating Partnership ("Common Units"), 1,958,429 preferred units of limited partnership of the Operating Partnership newly designated as 5.25% Series Z Cumulative Perpetual Preferred Units (Liquidation Preference $25 Per Unit) ("Series Z Preferred Units"), $382.0 million cash draw from a term loan entered into by subsidiaries of the Joint Venture, the assumption by a subsidiary of the Joint Venture of approximately $6.5 million in PACE loan debt and approximately $174.1 million cash contributed by GIC, as a limited partner in the Joint Venture. In connection with the Acquisition, GIC, as limited partner in the Joint Venture, will contribute to the Joint Venture an estimated additional $10.9 million cash, a portion of which will be distributed to the Operating Partnership after transaction costs payable by the Operating Partnership are deducted.

The Operating Partnership and the Joint Venture expect to acquire the Canopy New Orleans upon completion of its construction, which is expected to occur during the first quarter of 2022, for a purchase price of $56.0 million, to be paid in the form of 550,180 Common Units, 41,571 Series Z Preferred Units, $21.4 million cash and $28.0 million cash proceeds from a delayed draw on the Term Loan (as defined below). There can be no assurance that this acquisition will be completed on these terms or at all.

The following table sets forth certain information about the hotel properties and the parking structures that comprise the Portfolio:





                                                                        Keys/
Property Name                       MSA                   State        Spaces         Year Built
AC Hotel by Marriott Houston
Downtown                            Houston                 TX               195          2019
AC Hotel by Marriott Oklahoma
City Bricktown                      Oklahoma City           OK               142          2017
AC Hotel by Marriott Dallas
Downtown                            Dallas                  TX               128          2017
Residence Inn by Marriott Dallas
Downtown                            Dallas                  TX               121          2017
AC Hotel by Marriott Frisco
Station                             Dallas                  TX               150          2019
Residence Inn by Marriott Frisco
Station                             Dallas                  TX               150          2019
Canopy by Hilton Frisco Station     Dallas                  TX               150          2020
Canopy by Hilton New Orleans (1)    New Orleans             LA               176          2021
Courtyard by Marriott Amarillo
. . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 2.01 as it relates to the Credit Agreement is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the Acquisition, on January 13, 2022, the Operating Partnership issued 15,314,494 Common Units, having a deemed valued of $10.0853 per unit, and 1,958,429 Series Z Preferred Units, having a deemed valued of $25.00 per unit, in reliance in each case on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 13, 2022, the Board, based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Mehul "Mike" Patel as a director of the Company, effective January 13, 2022. Mr. Patel was nominated to serve on the Board pursuant to the Director Nomination Agreement described under Item 2.01 of this Current Report on Form 8-K. In connection with Mr. Patel's appointment, the size of the Board was increased from eight to nine. The Board has determined that Mr. Patel is independent in accordance with the applicable rules of the New York Stock Exchange. The Board has not yet determined on which committees of the Board Mr. Patel will serve.

Mr. Patel will participate in the Company's non-employee director compensation programs. The Company will enter into an indemnification agreement with Mr. Patel in the form entered into with other directors and executive officers of the Company.

Mr. Patel beneficially owns 16.7% of the membership interests of NewcrestImage Holdings, LLC, which is the sole member of Bright Force Investment and 50.0% of the membership interests of Sagestar Family.

Item 7.01. Regulation FD Disclosure.

On January 13, 2022, the Company issued a press release announcing the Acquisition and the appointment of Mr. Patel to the Board.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.




Item 8.01. Other Events.

In connection with the Acquisition, Summit Hotel GP, LLC, a wholly owned subsidiary of the Company and the sole general partner of 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 January 13, 2022, entered into the Tenth Amendment (the "Tenth Amendment") to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, to provide for the issuance of up to 2,000,000 Series Z Preferred Units. The Series Z Preferred Units rank on a parity with the Operating Partnership's Series E and Series F Preferred Units and holders will receive quarterly distributions at a rate of 5.25% per year. From issuance until the tenth anniversary of their issuance, the Series Z Preferred Units will be redeemable at the holder's request at any time, or in connection with a change of control of the Company, for, at the Company's election, cash or shares of the Company's 5.25% Series Z Cumulative Perpetual Preferred Stock (which will be designated and authorized following notice of redemption by holder of the Series Z Preferred Units) on a one-for-one basis. After the fifth anniversary of their issuance, the Company may redeem the Preferred Units for cash. For a 90-day period immediately following both the tenth and the eleventh anniversaries of their issuance or in connection with a change of control of the Company, the Preferred Units will be redeemable at the holder's request for cash.

This description of the Tenth Amendment is not complete and is qualified in its entirety by reference to the copy of the Tenth Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K and hereby incorporated by reference herein.





Forward Looking Statements

This 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 current expectations, but these statements 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 acquisition of a hotel property from NewcrestImage. No assurances can be given that the acquisition will be completed when expected, on the terms described or at all. The forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company's control, 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 SEC, including, without limitation, the Company's Annual Report on Form 10-K for the year ended December 31, 2020. 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. 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.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

To the extent required by this item, audited historical combined financial statements for the Portfolio will be filed in an amendment to this current report on Form 8-K not later than 71 calendar days after the date on which this initial Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information

To the extent required by this item, pro forma financial information relating to the acquisition of the Portfolio will be filed in an amendment to this current report on Form 8-K not later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed.





(d) Exhibits



Exhibit No. Description



  3.1         Tenth Amendment to the First Amended and Restated Agreement of
            Limited Partnership of Summit Hotel OP, LP, dated January 13, 2022.

  10.1        Registration Rights Agreement, dated as of January 13, 2022, by and
            among Summit Hotel Properties, Inc., Bright Force Investment, LLC,
            Sagestar Family, LLC and C & D Family Holdings, LLC.

  10.2        Director Nomination Agreement, dated as of January 13, 2022, by and
            among Summit Hotel Properties, Inc., Bright Force Investment, LLC,
            Sagestar Family, LLC and C&D Family Holdings, LLC.

  10.3        Tax Protection Agreement, dated as of January 13, 2022, among
            Summit Hotel OP, LP, NewcrestImage Holdings, LLC, Sagestar Family,
            LLC and C&D Family Holdings, LLC.

  10.4        $410 Million Credit Agreement, dated January 13, 2022, among Summit
            JV MR 2, LLC, Summit JV MR 3, LLC and Summit NCI NOLA BR 184, LLC as
            borrowers, Summit Hospitality JV, LP, as parent, each party executing
            the credit facility documentation as a guarantor, Bank of America,
            N.A., as administrative agent and initial lender, Wells Fargo Bank,
            National Association as syndication agent and initial lender, BofA
            Securities, Inc., as joint lead arranger and joint bookrunner and
            Wells Fargo Securities, LLC as joint lead arranger and joint
            bookrunner.

  99.1        Press release issued January 13, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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