UNITED STATES

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

Date of Report (Date of earliest event reported): March 1921, 2013 ~~(March 13, 2013)~~

SUMMIT HOTEL PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland (State or Other Jurisdiction of Incorporation or Organization) 001-35074 (Commission File Number) 27-2962512 (I.R.S. Employer Identification No.)

Maryland		001-35074		27-2962512
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

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) 27-0617340 (I.R.S. Employer Identification No.)

Delaware		000-54273		27-0617340
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

12600 Hill Country Boulevard, Suite R-100

Austin, Texas 78738

(Address of Principal Executive Offices) (Zip Code)

(512) 538-2300 ~~(Registrants’ telephone number, including area code)~~

~~Not applicable~~ (~~Former~~Registrants’ ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since last report.~~code)

Not applicable

(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 84.01. ~~Other~~Changes ~~Events~~in Registrant’s Certifying Accountant.

On March 13 21, 2013, ~~Summit~~following ~~Hotel~~a ~~Properties,~~competitive ~~Inc.~~process ~~(the~~undertaken ~~“Company”)~~by ~~and~~ the ~~Company’s~~Audit ~~operating~~Committee ~~partnership,~~of ~~Summit~~the ~~Hotel~~Board ~~OP,~~of LPDirectors (the “~~Operating~~Audit ~~Partnership~~Committee”), ~~entered~~of ~~into~~Summit anHotel ~~underwriting agreement with Raymond James & Associates~~Properties, Inc., ~~Robert W. Baird & Co. Incorporated and RBC Capital Markets, LLC, as representatives of the several underwriters named therein~~ (~~collectively,~~ the “~~Underwriters~~Company”), ~~pursuant to which~~ the ~~Company~~Audit ~~has~~Committee ~~agreed~~approved ~~to offer and sell, and~~ the ~~Underwriters~~dismissal ~~have agreed to purchase, 3,000,000 shares~~ of ~~the~~KPMG ~~Company’s~~LLP ~~7.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share~~ (~~the~~ “~~Series C Preferred Stock~~KPMG”). ~~The~~as ~~Series C Preferred Stock is being sold by~~ the ~~Company~~independent toregistered ~~the Underwriters at a price of $24.2125 per share. The Series C Preferred Stock is being offered and sold by the Underwriters to the~~ public ataccounting afirm ~~price~~ of ~~$25.00 per share. Pursuant to~~ the ~~terms~~Company ofand ~~the~~Summit ~~underwriting~~Hotel ~~agreement~~OP, ~~the~~LP ~~Company has granted~~ (the ~~Underwriters~~“Operating ~~a 30-day option to purchase up to an additional 400~~Partnership”),~~000~~ ~~shares~~effective as of ~~Series C Preferred Stock to cover over-allotments. On~~ March 18 25, 2013~~, the Underwriters exercised their over-allotment option in full~~. ~~The offering is expected to close on March 20, 2013, subject to customary closing conditions pursuant to the terms of the underwriting agreement.~~

The ~~Company~~audit ~~estimates~~reports ~~that~~of ~~the~~KPMG ~~net~~on ~~proceeds~~the ~~from~~consolidated ~~the~~financial ~~offering~~statements of the ~~Series~~Company Cand ~~Preferred~~the ~~Stock,~~Operating ~~after~~Partnership ~~deducting~~as ~~underwriting~~of ~~discounts~~December 31, 2012 and ~~commissions~~2011 and ~~estimated~~for ~~offering~~the ~~expenses~~year ~~payable~~ended byDecember 31, 2012 and for the ~~Company~~period from February 14, ~~will~~2011 be(commencement ~~approximately~~of ~~$82.1~~operations) ~~million~~through December 31, 2011 did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

InDuring the ~~underwriting~~fiscal ~~agreement~~year ended December 31, 2012 and for the ~~Company~~period from February 14, 2011 (commencement of operations) through December 31, 2011 and the ~~Operating~~subsequent ~~Partnership~~interim ~~made~~period ~~certain~~through ~~customary~~March 21, ~~representations~~2013, ~~warranties~~there ~~and~~were ~~covenants~~(i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and ~~agreed~~the torelated ~~indemnify~~instructions) between either the ~~Underwriters~~Company ~~against~~or ~~certain~~the ~~liabilities~~Operating Partnership and KPMG on any matter of accounting principles or practices, ~~including~~financial ~~liabilities~~statement ~~under~~disclosure, ~~the~~or ~~Securities~~auditing ~~Act~~scope or procedures, which if not resolved to the satisfaction of ~~1933~~KPMG would have caused KPMG to make reference thereto in its reports on the consolidated financial statements for such years, and (ii) no “reportable events” (as ~~amended~~that term is described in Item 304(a)(1)(v) of Regulation S-K).

~~The~~On ~~underwriting~~March 24, ~~agreement~~2013, isthe ~~filed~~Company asand ~~Exhibit~~the ~~1.1~~Operating toPartnership ~~this~~provided ~~Current~~KPMG ~~Report~~with ona ~~Form~~draft of this Form 8-K, and ~~the~~requested ~~description~~that ~~herein~~KPMG ofprovide the ~~material~~Company ~~terms~~with ofa ~~the~~letter ~~underwriting~~addressed ~~agreement~~to isthe ~~qualified~~Securities inand ~~its~~Exchange ~~entirety~~Commission bystating ~~reference~~whether toit ~~that~~agrees ~~exhibit. In connection~~ with the ~~filing~~above ofstatements. ~~the~~A ~~underwriting~~copy ~~agreement, the Company is filing the opinion~~ of ~~Venable~~KPMG’s ~~LLP~~letter, ~~its~~dated ~~Maryland counsel~~March 27, ~~as Exhibit 5.1 to this Current Report on Form 8-K and the opinion of Hunton & Williams LLP~~2013, ~~its~~is ~~special~~filed ~~tax counsel,~~ as Exhibit 8 16.1 to this ~~Current Report on~~ Form 8-K.

~~Item~~On 3March 21, 2013, the Audit Committee approved the appointment of Ernst & Young LLP (“E&Y”) to serve as the Company’s and the Operating Partnership’s independent registered public accounting firm for the fiscal year ending December 31, 2013.03 Prior ~~Material~~to ~~Modification~~the appointment, the Company engaged E&Y on February 7, 2013 to ~~Rights~~audit the combined balance sheets of ~~Security~~the ~~Holders~~TVG Portfolio of Hotels as of December 31, 2012 and 2011, and the related combined statements of operations, owners’ deficit in hotels and cash flows for each of the three years ended December 31, 2012. During the fiscal year ended December 31, 2012 and for the period from February 14, 2011 (commencement of operations) through December 31, 2011 and the subsequent interim period through March 21, 2013, the Company and the Operating Partnership have not consulted with E&Y regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s or the Operating Partnership’s consolidated financial statements, and no written report or oral advice was provided to the Company or the Operating Partnership by E&Y that was an important factor considered by the Company or the Operating Partnership in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a “reportable event” (as that term is described in Item 304(a)(1)(v) of Regulation S-K).

InItem connection with the offering of the Series C Preferred Stock described above, on March 18, 2013, the Company filed, with the State Department of Assessments and Taxation of the State of Maryland, Articles Supplementary to the Articles of Amendment and Restatement of the Company, pursuant to which the Company has classified and designated 3,400,000 authorized but unissued shares of preferred stock, $08.01 ~~par value per share, of the Company as “7~~.~~125%~~ ~~Series~~Other ~~C Cumulative Redeemable Preferred Stock~~Events.” A summary of the material terms of the Series C Preferred Stock is set forth under the caption “Description of the Series C Preferred Stock” in the Company’s prospectus supplement, dated March 13, 2013 and filed with the SEC on March 14, 2013, relating to the offering of the Series C Preferred Stock. The summary of the Series C Preferred Stock in such prospectus supplement, which is qualified in its entirety by reference to the Articles Supplementary filed as Exhibit 3.1 to this Current Report on Form 8-K, is incorporated by reference herein.

~~The~~On ~~Series~~March 21, C2013, ~~Preferred Stock ranks senior to~~ the Company’s ~~common~~Board ~~stock with respect to distribution rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up~~ of ~~the~~Directors ~~Company.~~adopted ~~The~~a ~~Series~~policy ~~C Preferred Stock ranks~~ on avoting ~~parity~~regarding ~~with the Company’s 9~~directors.~~25% Series~~ A ~~Cumulative~~copy ~~Redeemable~~of ~~Preferred Stock, $0.01 par value per share (~~the ~~“Series~~policy Aadopted ~~Preferred~~by ~~Stock”), and~~ the ~~Company’s~~Board ~~7.875%~~of ~~Series~~Directors Bis ~~Cumulative~~filed ~~Redeemable~~as ~~Preferred Stock, $0~~Exhibit 99.011 ~~par value per share (the “Series B Preferred Stock”), with respect~~ to ~~distribution~~this ~~rights~~Form 8-K. and ~~rights~~incorporated ~~upon the voluntary or involuntary liquidation, dissolution or winding up of the Company~~herein.

InItem ~~addition to other preferential rights, each holder of Series C Preferred Stock is entitled to receive a liquidation preference, which is equal to $25~~9.0001. ~~per~~Financial ~~share~~Statements ~~of Series C Preferred Stock, plus any accrued~~ and ~~unpaid distributions thereon, before the holders of the Company’s common stock, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company~~Exhibits. Furthermore, the Company is restricted from declaring or paying any distributions, or setting aside any funds for the payment of distributions, on its common stock, Series A Preferred Stock or Series B Preferred Stock or, subject to certain exceptions, redeeming or otherwise

(d)		Exhibits

16.1		Letter from KPMG LLP to the Securities and Exchange Commission, dated March 27, 2013, regarding change in independent registered public accounting firm.

99.1		Policy Regarding Voting for Directors.

acquiring shares of its common stock, Series A Preferred Stock or Series B Preferred Stock, unless full cumulative distributions on the Series C Preferred Stock have been declared and either paid or set aside for payment in full for all past distribution periods.2

In connection with the anticipated closing of the offering of the Series C Preferred Stock, Summit Hotel GP, LLC (“Summit GP”), 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, will execute the Fourth Amendment (the “Fourth Amendment”) to the First Amended and Restated Agreement of Limited Partnership, as amended (the “Limited Partnership Agreement”). The purpose of the Fourth Amendment will be to designate a series of preferred units of the Operating Partnership as “7.125% Series C Cumulative Redeemable Preferred Units” (the “Series C Preferred Units”) and to authorize the issuance of up to 3,400,0000 Series C Preferred Units. The Series C Preferred Units will be issued to the Company in exchange for its contribution of the net proceeds from the anticipated sale of the Series C Preferred Stock in the offering described above. The terms of the Series C Preferred Units to be issued to the Company will mirror the terms of the Series C Preferred Stock. This summary of the Series C Preferred Units is qualified in its entirety by reference to the form of the Fourth Amendment filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.SIGNATURE

~~The~~Pursuant ~~Series C Preferred Units will rank senior~~ to the ~~Operating~~requirements ~~Partnership’s~~of ~~common units with respect to distribution rights and rights upon~~ the ~~voluntary~~Securities orExchange ~~involuntary~~Act ~~liquidation, dissolution or winding up~~ of 1934, the ~~Operating~~registrants ~~Partnership.~~have ~~The~~duly ~~Series~~caused Cthis ~~Preferred~~report ~~Units~~to ~~will~~be ~~rank~~signed on atheir ~~parity~~behalf ~~with~~by the ~~Operating~~undersigned ~~Partnership’s~~hereunto ~~9.25%~~duly ~~Series A Cumulative Redeemable Preferred Units (the “Series A Preferred Units”) and the Operating Partnership’s 7~~authorized.875% Series B Cumulative Redeemable Preferred Units (the “Series B Preferred Units”) with respect to distribution rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership.

In addition to other preferential rights, the Company, as the holder of all of the Series C Preferred Units to be issued and outstanding, will be entitled to receive a liquidation preference, which is equal to $25.00 per Series C Preferred Unit, plus any accrued and unpaid distributions thereon, before the holders of the Operating Partnership’s common units, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Operating Partnership. Furthermore, the Operating Partnership will be restricted from declaring or paying any distributions, or setting aside any funds for the payment of distributions, on its common units, Series A Preferred Units or Series B Preferred Units or, subject to certain exceptions, redeeming or otherwise acquiring its common units, Series A Preferred Units or Series B Preferred Units, unless full cumulative distributions on the Series C Preferred Units have been declared and either paid or set aside for payment in full for all past distribution periods..

	SUMMIT HOTEL PROPERTIES, INC.
	(Registrant)
	By:		/s/ Christopher R. Eng
			Christopher R. Eng
Date: March 27, 2013			Vice President, General Counsel and Secretary


	SUMMIT HOTEL OP, LP
	(Registrant)
	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: March 27, 2013		Vice President, General Counsel and Secretary

~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.~~3

~~The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.~~Exhibit Index

Forward-Looking Statements

Exhibit
Number		Description

16.1		Letter from KPMG LLP to the Securities and Exchange Commission, dated March 27, 2013, regarding change in independent registered public accounting firm.

99.1		Policy Regarding Voting for Directors.

This Current Report on Form 8-K contains certain “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 expectations, but these statements are not guaranteed to occur. For example, the fact that the offering of Series C Preferred Stock has priced may imply that such offering will close, but the closing of such offering is subject to conditions customary in transactions of this type and may be delayed or may not occur at all. Investors should not place undue reliance upon forward-looking statements.4

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement, dated March 13, 2013, by and among Summit Hotel Properties, Inc. and Summit Hotel OP, LP and Raymond James & Associates, Inc., Robert W. Baird & Co.

Incorporated and RBC Capital Markets, LLC, as the representatives of the several underwriters named therein.

3.1 Articles Supplementary designating the Company’s 7.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share.

3.2 Form of Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP, designating the Operating Partnership’s 7.125% Series C Cumulative Redeemable Preferred Units.

5.1 Opinion of Venable LLP regarding the legality of the 7.125% Series C Cumulative Redeemable Preferred Stock.

8.1 Opinion of Hunton & Williams LLP regarding certain tax matters.

12.1 Statement regarding the computation of the pro forma ratio of earnings to combined fixed charges and preferred stock dividends.

23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto).

23.2 Consent of Hunton & Williams LLP (included in Exhibit 8.1 hereto).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	SUMMIT HOTEL PROPERTIES, INC. (Registrant)
	By:		/s/ Christopher R. Eng
			Christopher R. Eng
Date: March 19, 2013			Vice President, General Counsel and Secretary
	SUMMIT HOTEL OP, LP (Registrant)
	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: March 19, 2013		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number		Description
	1.1	Underwriting Agreement, dated March 13, 2013, by and among Summit Hotel Properties, Inc. and Summit Hotel OP, LP and Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated and RBC Capital Markets, LLC, as the representatives of the several underwriters named therein.
	3.1	Articles Supplementary designating the Company’s 7.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share.
	3.2	Form of Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP designating the Operating Partnership’s 7.125% Series C Cumulative Redeemable Preferred Units.
	5.1	Opinion of Venable LLP regarding the legality of the 7.125% Series C Cumulative Redeemable Preferred Stock.
	8.1	Opinion of Hunton & Williams LLP regarding certain tax matters.
	12.1	Statement regarding the computation of the pro forma ratio of earnings to combined fixed charges and preferred stock dividends.
	23.1	Consent of Venable LLP (included in Exhibit 5.1 hereto).
	23.2	Consent of Hunton & Williams LLP (included in Exhibit 8.1 hereto).

Filing Compare · Summit Hotel OP, LP