SecProbe.io

September 8, 2010
 Mr. Daniel P. Hansen President and Chief Executive Officer Summit Hotel Properties, Inc. 2701 South Minnesota Avenue, Suite 6 Sioux Falls, SD 57105
Re: Summit Hotel Properties, Inc.
Registration Statement on Form S-11 Filed August 9, 2010
  File No. 333-168686

Dear Mr. Hansen:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Please provide us with copies of any study or  report that you cite or on which you rely.
Clearly mark the materials to identify the por tions that support your disclosure.  Please
confirm that any other industry reports or st udies on which you rely we re not prepared for
you and that you did not compensate the party that prepared these reports or studies.
Alternatively, please file the expe rt’s consent as an exhibit to the registration statement.
 2. Please provide us with copies  of all graphics, maps, photogr aphs, and related captions or
other artwork, including logos that y ou intend to use in the prospectus.

3. We note your use of the following factual a ssertions throughout the prospectus.  The
basis for such factual assertions and for your management’s beliefs should be clear from
the text of the prospectus or supporting doc umentation should be provided to us. Please
revise your disclosure to address our concerns, or advi se us as necessary. In providing

Mr. Daniel P. Hansen President and Chief Executive Officer Summit Hotel Properties, Inc. September 8, 2010 Page 2

support, clearly mark the location of the in formation you believe is supportive of the
statement referenced.  By way of example only, we note the following factual assertions:

• “We are a … leading hotel owner ….”

• “The total number of hotels in the upscal e and midscale without food and beverage hotel
segments … is more than six times larger th an the total number of hotels in the luxury
and upper upscale segments….  We also belie ve that … we will be the only publicly
traded REIT focused solely on these segments on a national basis.”

• “Our hotels are located in markets with mu ltiple demand generators in which we have
extensive experience and that have historically offered st rong risk adjust ed returns.”

• “Our initial portfolio is co mposed of 46 seasoned hotels wi th established track records
and strong positions within their markets….”

• “… our hotels’ competitive advantag es in their respective markets….”

• “Over the last twenty years, our market segments have demonstrated the strongest
compounded growth in demand of all segm ents of the lodging industry….”
 4. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.

5. Please tell us if any portion of the purchase pr ice will represent a gain or a loss related to
the settlement of a pre-exis ting relationship, which should be accounted for separately
from the business combination. Refer to  ASC 805-10-25-20 through 25-21 and ASC 805-
10-55-20 through 55-23.
Prospectus Cover Page

 6. We note that you have omitted the price range on the cover page and throughout the
prospectus of this registration statement but have included a price ra nge for this initial
public offering in the Form S-4 for Su mmit Hotel OP, LP, file number 333-168685.
Please revise the cover page and prospectus to provide the same price range as that
provided in the Form S-4 or tell us why you have omitted it here.
   Summary, page 1

 7. Please move the “Summary Risk Factors” section to immediately follow the “Our
Competitive Strengths” section.

Mr. Daniel P. Hansen President and Chief Executive Officer Summit Hotel Properties, Inc. September 8, 2010 Page 3

8. We refer to your statement in the first para graph on page 3 that your executive officers
collectively have over 60 year s of experience in the hotel  business.  Please do not
aggregate the experience of your management.
 9. Please revise to eliminate unnecessary repeti tion from the summary.  For example, much
of the information you disclose in the “O verview” and “Our Competitive Strengths”
sections in the summary is repeated in the “Our Business and Properties” section
beginning on page 75.
Our Competitive Strengths, page 2

 10. Please explain what you mean by “stabilized cash flows.”
 11. We note your reference to the term RevPAR penetration index and your disclosure of
your weighted-average RevPAR penetration index.  Please move all your disclosure
regarding this calcula tion to a section of the prospectus where you have explained in
detail how the index is determined.  For ex ample, we refer to your discussion on pages 56
and 57.

Our Industry and Market Opportunity, page 5

 12. We note your reference in this section to a “below table” regarding RevPAR growth.  We
are unable to locate such a table in the summary section.  Please remove the reference or explain.
 Summary Risk Factors, page 6

 13. Please include a statement, here and in the Distribution Policy s ection beginning on page
12, that you may be required to borrow funds or sell assets to pay dist ributions or that you
may issue stock to satisfy your distribution requi rements.  In addition, please revise your
disclosure to state that you may use pro ceeds from this or other offerings to pay
distributions.
 Our Formation Transactions, page 7

 14. We note that in connection with the reorga nization, your operating pa rtnership will issue
9,993,992 OP units to your predecessor’s members.   We refer to your disclosure on page
14 that your operating partnership will have 10,100,000 units outstanding after the
merger.  Please clarify, if true, that the 1,517,879 OP units to be issued to Mr.
Boekelheide and his affiliates, and the 4,105 OP units to be issued to Mr. Aniszewski are
included in the 9,993,992 OP units being issued to your predecessor’s members.  Also
clarify here who will receive the remaini ng 106,008 OP units that will be issued.

Mr. Daniel P. Hansen President and Chief Executive Officer Summit Hotel Properties, Inc. September 8, 2010 Page 4

Risk Factors

 15. Several of your risk factors include lengthy bullet point lists.  Pl ease review your risk
factors to ensure that each risk factor pr esents only one risk. We note the following risk
factors by way of example only.

• We may be unable to complete  acquisitions that would grow  our business, and even if
they are completed, we may fail to successf ully integrate and ope rate such acquired
hotels, page 20;
• Joint venture investments could be adversely affected by a lack of sole decision-making
authority and our reliance on the financial c ondition of our joint venture partners, page
25.
• Our operating results and ability to make di stributions may be adversely affected by the
markets in which we operate and risks inherent  to the ownership of hotels, page 26; and
 Use of Proceeds, page 44

 16. Please tell us if any of indebtedness to be discharged with the proceeds from the offering
was incurred within the last year.  If s o, please provide the disclosure required by
Instruction 4 to Item 504 of Regulation S-K.

17. Please also provide all the disclosure require d by Instructions 5 and 6 to Item 504 of
Regulation S-K regarding proceeds from the offering to be used for acquisitions.
 Distribution Policy, page 48

 18. Please revise your filing to remove any pr ojections related to your initial dividend
distribution, including the table on page 50.  Due to the lack of in-place leases in a typical
hotel, revenues are too difficult to  predict, and as such, it is not appropriate to project an
initial dividend distribution.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page 54

 19. We note that your predecessor may pay accrued and unpaid priority returns on Class A
and Class A-1 membership interests through the business day immedi ately prior to the
closing date of the related merger with th e predecessor’s available cash flow.  Please
discuss the impact this may have on your predecessor’s liquidity.

Mr. Daniel P. Hansen President and Chief Executive Officer Summit Hotel Properties, Inc. September 8, 2010 Page 5

Key Operating Metrics, page 56

 20. We refer to your discussion he re and on page 80 of the me thodology used to calculate
RevPAR penetration index and note that it is subject to the minimum criteria established
by Smith Travel Research.  It is unclear from  your disclosure, howev er, what additional
criteria you use to calculate your RevPAR  penetration index.  Please revise your
disclosure to clarify if  you use additional criteria.   In addition, please tell  us if this metric
is calculated by you or by Smith Travel Research on your behalf.
 Liquidity and Capital Resources, page 65

 21. Please revise your discussion of liquidity to disclose the amount of debt for which you
have not yet received lender consents for th e merger.  Please include a discussion of what
you intend to do if any of these lenders ulti mately will not provide consents.  To the
extent you would have to repay outstanding debt , please reflect this  in your pro forma
financial statements.
 Contractual Obligations, page 68

22. In addition to the contractual obligations ta ble on a pro forma basis, please revise to
include a contractual obligations table on a historical basis.
 Our Portfolio, page 83

 23. Please tell us how you will account for the sale  of the eight parcels of vacant land.
 Our Hotel Operating Agreements, page 95

 24. Please provide a summary of the key terms of your franchise agreements and your
agreements with your hotel manager.  Your de scription should address material fees, the
term of the agreements, material termination provisions such as those based upon performance or financial metrics and other material terms.
 Assets Held for Sale, page F-20

 25. Please revise your accounting policy for assets held  for sale to value th em at the lesser of
historical cost or fair value less costs to sell.  Refer to ASC 360-35-38 to 35-40.
Additionally, you note that you have committe d to sell six parcels of land, but the
disclosure on page 83 indicates there are ei ght parcels of land which you have committed
to sell.  Please clarify these references are to  the same assets, and reconcile the difference.

Mr. Daniel P. Hansen President and Chief Executive Officer Summit Hotel Properties, Inc. September 8, 2010 Page 6

Item 33. Recent Sales of Unregistered Securities, page II-1

 26. We note that you issued and sold shares in  reliance upon exemptions  from registration
pursuant to Section 4(2) of the Securities Act and Regulation D.  Beginning March 16, 2009,
we required all filers to submit their Forms D electronically on EDGAR.  See Guidance on
Form D Filing Process located at http://www. sec.gov/divisions/corpfin/formdfiling.htm.
Please promptly file copies of any required Form D.
 Item 36.  Financial Statements and Exhibits, page II-2

 27. Please file your remaining exhibits as soon as possible in order to allow us sufficient time
to review those documents.  If you are not pr epared to file your legal and tax opinions
with your next amendment, please provide  draft opinions for us to review.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Daniel P. Hansen President and Chief Executive Officer Summit Hotel Properties, Inc. September 8, 2010 Page 7

 You may contact Eric McPhee, Staff Account ant, at (202) 551-3693 or Daniel Gordon,
Branch Chief, at (202) 551-3486 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t Kristina Aberg, Attorney-Advisor, at (202) 551-
3404 or me at (202) 551-3655 with any other questions.
Sincerely,

Sonia Gupta Barros Special Counsel
 cc: David C. Wright, Esq.  Edward W. Elmore, Esq.  Hunton & Williams LLP