SEC Comment Letter for Summit Hotel Properties, Inc. (INN, INN-PE, INN-PF) (CIK 0001497645) (INN) — Feb 3, 2011
Summit Hotel Properties, Inc. (INN, INN-PE, INN-PF) (CIK 0001497645)
Date: Feb. 3, 2011 · CIK: 0001497645 · Accession: 0000000000-11-007086
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-168686
Letter
February 3, 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. 4 to Registrati on Statement on Form S-11 Filed January 28, 2011 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. We note that Morgan Keegan & Company, In c. is one of the underwriters for your offering. Please advise us whether you have considered the materiality of the following legal proceedings against Morgan Keegan & Company, Inc. and their potential impact on Morgan Keegan’s ability to carry out its obligations as an underwriter:
• SEC Division of Enforcement matter: In the Matter of Morgan Asset Management, Inc., Morgan Keegan & Company, Inc., James C. Kelsoe, Jr., and Joseph Thompson Weller, CPA, as described in the SEC Ne ws Digest, Issue 2010-62, April 7, 2010.
• Financial Industry Regulatory Authority (FINRA) complaint: Morgan Keegan & Company, Inc. Action, announced in a news release dated April 7, 2010.2
1 Available on the SEC’s website at http://www.sec.gov/news/digest/2010/dig040710.htm .
Mr. Daniel P. Hansen President and Chief Executive Officer Summit Hotel Properties, Inc. February 3, 2011 Page 2
• Administrative proceeding by the states of Alabama, Kentucky, Mississippi and South Carolina: In the Matter of Morgan Asset Ma nagement, Inc. et. al., Joint Administrative Proceeding, File Nos. SC-2010-0016 (Ala bama), 2010-AH-021 (Kentucky), S-08-0050 (Mississippi) and 08011 (South Carolina).
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. 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. Hunton & Williams LLP
2 Available on FINRA’s website at http://www.finra.org/Newsroom/ NewsReleases/2010/P121250 .
3 Available on various state websites such as at http://www.kfi.ky.gov/public/morgankeegan.htm .
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February 3, 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. 4 to Registrati on Statement on Form S-11 Filed January 28, 2011 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. We note that Morgan Keegan & Company, In c. is one of the underwriters for your offering. Please advise us whether you have considered the materiality of the following legal proceedings against Morgan Keegan & Company, Inc. and their potential impact on Morgan Keegan’s ability to carry out its obligations as an underwriter: • SEC Division of Enforcement matter: In the Matter of Morgan Asset Management, Inc., Morgan Keegan & Company, Inc., James C. Kelsoe, Jr., and Joseph Thompson Weller, CPA, as described in the SEC Ne ws Digest, Issue 2010-62, April 7, 2010. 1 • Financial Industry Regulatory Authority (FINRA) complaint: Morgan Keegan & Company, Inc. Action, announced in a news release dated April 7, 2010.2 1 Available on the SEC’s website at http://www.sec.gov/news/digest/2010/dig040710.htm . Mr. Daniel P. Hansen President and Chief Executive Officer Summit Hotel Properties, Inc. February 3, 2011 Page 2 • Administrative proceeding by the states of Alabama, Kentucky, Mississippi and South Carolina: In the Matter of Morgan Asset Ma nagement, Inc. et. al., Joint Administrative Proceeding, File Nos. SC-2010-0016 (Ala bama), 2010-AH-021 (Kentucky), S-08-0050 (Mississippi) and 08011 (South Carolina). 3 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. 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. Hunton & Williams LLP 2 Available on FINRA’s website at http://www.finra.org/Newsroom/ NewsReleases/2010/P121250 . 3 Available on various state websites such as at http://www.kfi.ky.gov/public/morgankeegan.htm .