Summit Hotel Properties, Inc. is offering 2,700,000 shares of its 7.875% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share, or the Series B Preferred Stock.
Dividends on the Series B Preferred Stock will be payable quarterly in arrears on or about the last day of February, May, August and November of each year. The dividend rate is 7.875% per annum of the $25.00 liquidation preference, which is equivalent to $1.96875 per share of Series B Preferred Stock. The first dividend on the Series B Preferred Stock sold in this offering will be paid on February 28, 2013 and will be in the amount of $0.432 per share.
Generally, we may not redeem the Series B Preferred Stock until December 11, 2017. On and after December 11, 2017, we may, at our option, redeem the Series B Preferred Stock, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. In addition, upon the occurrence of a Change of Control (as defined herein), as a result of which our common stock and the common securities of the acquiring or surviving entity (or American Depositary Receipts, or ADRs, representing such common securities) are not listed on the New York Stock Exchange, or NYSE, the NYSE MKT, or the NASDAQ Stock Market, or NASDAQ, or listed or quoted on a successor exchange or quotation system, we may, at our option, redeem the Series B Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. To the extent we exercise our redemption right relating to the Series B Preferred Stock, the holders of Series B Preferred Stock will not be permitted to exercise the conversion right described below in respect of their shares called for redemption. The Series B Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed by us or converted in connection with a Change of Control by the holders of Series B Preferred Stock.