SecProbe.io

January 27, 2011
 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 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 appropr iate, 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.

Distribution Policy, page 50

1. Please revise your disclosure throughout the document to refer to the correct pro rata
initial annual distri bution rate of $.50 per share.
2. We note your disclosure that you expect to  use existing cash, including proceeds from
this offering and the concurrent private pl acement, or borrow funds to fund any shortfall
in cash available for your ini tial annual distribution.  Pleas e specifically ad dress how you
intend to fund the shortfall, and disclose any other liquidity needs you intend to fund
using existing cash.  Please also address any material changes or anticipated material
changes in the predecessor’s cash from th e September 30, 2010 balance sheet to present,
including any potential payments of priority return distributions to holde rs of its Class A
and A-1 membership interests.  If you intend to disclose that you will use a credit facility
to fund the shortfall, or any other liquidity need, you must have a signed commitment for
that facility.  Additionally, it is  not appropriate to cite a pl anned future offering of your
securities as a source to addre ss the shortfall.  Please provide similar disclosure within
your discussion of liquidity and capital resources.

Mr. Daniel P. Hansen Summit Hotel Properties, Inc. January 27, 2011 Page 2

 3. Please revise your discussion of the material as sumptions used in your calculation of cash
available for distribution, at the top of page 52, to include an assumption that income and
cash flows from operations for the twelve months ended September 30, 2011 will be substantially the same as income and cash fl ows from operations for the twelve months
ended September 30, 2010, except for disclosed diffe rences, as this appears to be the key
assumption you are making.
4. Please revise your calculation of cash availabl e for distribution to include a provision for
cash flows from investing activitie s that is at least as great as the historical average of
capital expenditures on your 65 hotel properties,  or your anticipated capital expenditures
for the 12 months ended September 30, 2011, whic hever is greater.  To the extent you
anticipate using proceeds from  the offering, you may disclose that amount in a footnote
to the table.  To the extent you intend to  use other sources of cash to pay for such
expenditures, please show the full amount of such expenditures in the table, and an
offsetting amount disclosing the other currently  available source(s) of cash.  As noted
above, if you intend to disclose that you will use borrowings under your anticipated
$100.0 million senior secured revolving cred it facility, you must have a signed
commitment for that facility, and it is not a ppropriate to cite a future offering of your
securities as a source of funds.
5. Please tell us why you did not include the balloon payment due on your debt maturing
September 30, 2011 as a component of estimated  cash used in financing activities.
Liquidity and Capital Resources, page 66

6. We note your disclosure that through Janua ry 15, 2011, your predecessor has accrued and
unpaid priority returns on class A and A-1 me mbership interests of $5 million, subject to
the availability of cash, and th at it may not have available cash to pay these returns.
Please tell us whether any returns would be paya ble if the transaction were to be effective
today, and revise your disclo sure to address the likeli hood that any payments may
become due before the effective da te of your formation transactions.
Unaudited Pro Forma Condensed Consolidated Financial Statements, page F-1
7. Please tell us how you determined it wa s appropriate to exclude the $6 million
impairment related to land held for sale fr om your pro forma financial statements.
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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Daniel P. Hansen Summit Hotel Properties, Inc. January 27, 2011 Page 3

 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 the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact me at (202)  551-3693 or Daniel Gordon at (202) 551-3486 if you have
questions regarding comments on th e financial statements and rela ted matters. Please contact
Kristina Aberg at (202) 551-3404 or Sonia Gupta Barros at ( 202) 551-3655 with any other
questions.
 Sincerely,

Eric McPhee Staff Accountant