SEC Company Response from Summit Hotel Properties, Inc. (INN, INN-PE, INN-PF) (CIK 0001497645) (INN) — Feb 4, 2011
Summit Hotel Properties, Inc. (INN, INN-PE, INN-PF) (CIK 0001497645)
Date: Feb. 4, 2011 · CIK: 0001497645 · Accession: 0000950123-11-009164
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-168686
Referenced dates: February 3, 2011
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Summit Hotel Properties, Inc. Amendment No. 4 to Registration Statement on Form S-11 Filed January 28, 2011 File No. 333-168686
Dear Ms. Barros:
As counsel to, and on behalf of, Summit Hotel Properties, Inc., a Maryland corporation (the “Company”), we are transmitting the Company’s response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission contained in your letter dated February 3, 2011, which comment is reproduced below in italics and is followed by the corresponding response of the Company.
1.
We note that Morgan Keegan & Company, Inc. 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 News 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.
•
Administrative proceeding by the states of Alabama, Kentucky, Mississippi and South Carolina: In the Matter of Morgan Asset Management, Inc. et al., Joint Administrative Proceeding, File Nos. SC-2010-0016 (Alabama), 2010-AH-021 (Kentucky), S-08-0050 (Mississippi) and 08011 (South Carolina).
Response: The Company advises the Staff that it has considered the materiality of the legal proceedings referenced above and has determined that the referenced proceedings should not impact the ability of Morgan Keegan & Company, Inc. (“Morgan Keegan”) to perform its obligations as an underwriter. The Company made this determination after discussing these proceedings with representatives of Morgan Keegan, including Morgan Keegan’s general counsel, and after having received a letter from Morgan Keegan’s general counsel that provided the Company with assurances that Morgan Keegan’s ability to serve as an underwriter is unimpaired and that Morgan Keegan is fully licensed and adequately capitalized to act as an underwriter in the offering.
Ms. Sonia Gupta Barros
United States Securities and Exchange Commission
Division of Corporation Finance
February 4, 2011
Page 2
If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at (804) 788-8638 or David Freed at (804) 788-8524.
Very truly yours,
/s/ David C. Wright
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Hunton & Williams LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Tel 804 • 788• 8200
Fax 804 • 788 • 8218
File No: 77051.2
February 4, 2011
VIA EDGAR
Ms. Sonia Gupta Barros
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Summit Hotel Properties, Inc.
Amendment No. 4 to Registration Statement on Form S-11
Filed January 28, 2011
File No. 333-168686
Dear
Ms. Barros:
As counsel to, and on behalf of, Summit Hotel Properties, Inc., a Maryland corporation (the
“Company”), we are transmitting the Company’s response to the comment of the Staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission contained in your
letter dated February 3, 2011, which comment is reproduced below in italics and is followed by the
corresponding response of the Company.
1.
We note that Morgan Keegan & Company, Inc. 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 News 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.
•
Administrative proceeding by the states of Alabama, Kentucky, Mississippi and South
Carolina: In the Matter of Morgan Asset Management, Inc. et al., Joint Administrative
Proceeding, File Nos. SC-2010-0016 (Alabama), 2010-AH-021 (Kentucky), S-08-0050
(Mississippi) and 08011 (South Carolina).
Response: The Company advises the Staff that it has considered the materiality of the legal
proceedings referenced above and has determined that the referenced proceedings should not
impact the ability of Morgan Keegan & Company, Inc. (“Morgan Keegan”) to perform its
obligations as an underwriter. The Company made this determination after discussing these
proceedings with representatives of Morgan Keegan, including Morgan Keegan’s general
counsel, and after having received a letter from Morgan Keegan’s general counsel that
provided the Company with assurances that Morgan Keegan’s ability to serve as an underwriter
is unimpaired and that Morgan Keegan is fully licensed and adequately capitalized to act as
an underwriter in the offering.
Ms. Sonia Gupta Barros
United States Securities and Exchange Commission
Division of Corporation Finance
February 4, 2011
Page 2
If you have any questions or comments regarding the foregoing, or have additional questions or
comments, please contact the undersigned at (804) 788-8638 or David Freed at (804) 788-8524.
Very truly yours,
/s/ David C. Wright
David C. Wright
cc:
Kristina Aberg
Kerry W. Boekelheide
Daniel P. Hansen
Christopher R. Eng
James E. Showen
Kevin L. Vold