Securities Registration (section 12(b)) (8-a12b)
11 Août 2021 - 10:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUMMIT HOTEL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland
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27-2962512
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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13215 Bee Cave Parkway, Suite B-300
Austin, Texas
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78738
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(Address of principal executive offices)
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(Zip Code)
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class to be so registered
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Name of each exchange on which
each class is to be registered
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5.875% Series F Cumulative Redeemable Preferred
Stock, $0.01 par value per share
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o
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If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o
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Securities Act registration statement file number to which this
form relates (if applicable): 333-231156
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Item 1. Description of Registrant’s Securities to be Registered.
A description of the 5.875% Series F Cumulative
Redeemable Preferred Stock, $0.01 par value per share (the “Series F Preferred Stock”), of Summit Hotel Properties, Inc. (“the
Registrant”) to be registered hereunder is contained in the section entitled “Description of the Series F Preferred Stock”
in the Registrant’s prospectus supplement dated August 5, 2021, as filed with the U.S. Securities and Exchange Commission on August 9, 2021 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, and in the section entitled “Description of Common
and Preferred Stock” in the accompanying prospectus dated January 6, 2021, which sections are incorporated herein by reference.
Item 2. Exhibits.
Exhibit
No.
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Description
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3.1
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Articles of Amendment and Restatement of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012).
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3.2
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Articles Supplementary designating the Company’s 9.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed by on October 28, 2011).
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3.3
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Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating the Company’s 7.875% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 7, 2012).
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3.4
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Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating the Company’s 7.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 19, 2013).
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3.5
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Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. prohibiting election under Sections 3-803, 3-804(a), 3-804(b) and 3-805 of the MGCL without stockholder approval (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on May 26, 2016).
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3.6
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Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating the Company’s 6.45% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A filed on June 24, 2016).
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3.7
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Articles of Amendment of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 19, 2017).
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3.8
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Articles Supplementary of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 19, 2017).
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3.9
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Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating the 6.25% Series E Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.7 to the Registrant’s Registration Statement on Form 8-A filed on November 8, 2017).
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3.10†
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Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating the 5.875% Series F Preferred Stock, $0.01 par value per share.
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3.11
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Second Amended and Restated Bylaws of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on May 19, 2017).
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† Filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
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SUMMIT HOTEL PROPERTIES, INC.
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By:
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/s/ William H. Conkling
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William H. Conkling
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Date: August 11, 2021
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Executive Vice President, Chief Financial Officer
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