SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        October 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.
Amendment No. 1 to Registrati on Statement on Form S-11
Filed September 23, 2010
  File No. 333-168686

Dear Mr. Hansen:

We have reviewed your registration stat ement and have the following comments.
In some of our comments, we may ask you to  provide us with information so we may
better understand your disclosure.
 Please respond to this letter by am ending 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 registration statement and the
information you provide in response to th ese comments, we may have additional
comments.    General

 1. We have reviewed your response to commen t one of our letter dated September 8,
2010 and the supplemental materials pr ovided.  We note that you have only
provided supporting documents for some of th e studies and reports that you cite in
the prospectus.  Please provide us with c opies of any study or report that you cite
or on which you rely.  Clearly mark the materials to identify the portions that
support your disclosure.  We note the fo llowing statements by way of example
only:
• “We believe our hotels will experience significant revenue growth as lodging
industry fundamentals recover from the economic recession which caused
industry-wide RevPAR to suffer a combined 18.4% decline in 2008 and 2009, according to Smith Travel Research. Industry conditions have shown improvement during the first eight mont hs of 2010, with RevPAR growth across

Mr. Daniel P. Hansen
Summit Hotel Properties, Inc. October 8, 2010 Page 2
all segments of 4.0% as compared to the same period of 2009, according to Smith Travel Research,” page 4;
• “According to Lodging Econometrics, during the second quarter of 2010,
approximately 68,000 new hotel rooms were  under construction in the U.S., as
compared to approximately 242,000 room s under construction in the second
quarter of 2008, a decline of 72%,” page 5; and
• “…according to Bloomberg, upcoming maturities with approximately
$28.4 billion of hotel-related commercial mortgage-backed securities, or CMBS,
are scheduled to mature through 2013 and a significant number of additional maturities are expected between 2015 and 2017,” page 87.
 2. We note your response to comment three of our letter dated September 8, 2010.
Please tell us how the support you have provided us provides a basis for your
statement that you are a “l eading” hotel owner.
 Use of Proceeds, page 41

 3. Please add disclosure to this section that  explains that if you are unable to obtain
required lender consents with respect to  approximately $      million of
outstanding indebtedness that  you have not yet obtained, you may have to repay
all or a portion of this in debtedness with proceeds of this offering in order to
complete the formation transactions.
 Distribution Policy, page 45

4. Please revise your filing to remove any pr ojections related to your initial dividend
distribution, including the ta ble on page 47.  Due to the difficulty in predicting
future cash flows, it is not appropriate fo r owners of hotels, which are not leased
to unrelated third parties, to project an initial dividend distribution where there is
limited operating history, a change in fl ags or a change in the management
company.
 Management’s Discussion and Analysis and Results of Operations, page 51

 5. We have reviewed your response to comm ent 19 of our letter dated September 8,
2010.  Please disclose the amount of accrue d and unpaid priority returns on the
Class A and Class A-1 membership interest s through a recent pr acticable date and
any additional amounts you expect to pay though the closing date of the offering.
 Tax Protection Agreements, page 69

 6. Please revise your disclosure to quantif y, if practicable, th e maximum amount of
cash you may be obligated to pay out unde r the tax protection agreements.

Mr. Daniel P. Hansen
Summit Hotel Properties, Inc. October 8, 2010 Page 3  Franchise Agreements, page 91

Hotel Management Agreements, page 92
 7. We have reviewed your response to comm ent 24 of our letter dated September 8,
2010.  Please confirm that you will provi de greater details of your hotel
management agreements at such time as you have a clearer un derstanding of the
material terms of the agreements.  Please also disclose the terms of your franchise
agreements.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes 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 re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:
• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission 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 disclo sure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of  the effective date of the registration
statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement.  Please allo w adequate time for us to review any
amendment prior to the requested effective da te of the registration statement.

Mr. Daniel P. Hansen
Summit Hotel Properties, Inc. October 8, 2010 Page 4
You may contact Eric McPhee, Staff A ccountant, at (202) 551-3693 or Daniel
Gordon, Branch Chief, at (202) 551-3486 if  you have questions regarding comments on
the financial statements and related matters .  Please contact 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