UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 30,
2010
SUMMIT
HOTEL PROPERTIES, LLC
(Exact
name of registrant as specified in its charter)
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South Dakota
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000-51955
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20-0617340
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. employer identification no.)
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of incorporation or organization)
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2701
South Minnesota Avenue, Suite 6, Sioux Falls, South Dakota 57105
(Address
of principal executive offices, including zip code)
Registrant’s
Telephone Number, Including Area Code: (605)
361-9566
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.03. Material Modification to Rights of Security Holders.
On November 30, 2010, the members of
Summit Hotel Properties, LLC (the “Company”) approved an amendment to the
Company’s Third Amended and Restated Operating Agreement (the “Operating
Agreement”). The amendment provides that The Summit Group, Inc., as the
Class C member, voting separately, and holders of 51% or more of the Class A and
Class A-1 membership interests, voting together as a group, may approve a merger
of the Company. Prior to the approval of the amendment, the Operating
Agreement did not address the required vote for approval of a merger of the
Company.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On November 30, 2010, the Company held
a special meeting of its Class A, Class A-1 and Class C members at the Hilton
Garden Inn, 5300 South Grand Circle, Sioux Falls, South Dakota
57108.
The members approved an amendment to
the Third Amended and Restated Operating Agreement for the Company concerning
the voting provisions for approval of a merger, the agreement and plan of merger
dated as of August 5, 2010 between the Company and Summit Hotel OP, LP, and a
proposal relating to adjournment of the meeting to a later date, if necessary or
appropriate. The special meeting was not adjourned to a later date because
there were sufficient votes at the time of the special meeting to adopt the
agreement and plan of merger. The matters acted upon at the special meeting are
described in more detail in the Company’s proxy statement/prospectus in its
Registration Statement on Form S-4 (Registration No. 333-168685)
(the “S-4 Registration Statement”), pursuant to which proxies were
solicited.
The final voting results on these
matters were as follows:
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Against/
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Broker
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For
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Withhold
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Abstain
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Non-Votes
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Proposal
#1 – Amendment to Operating Agreement
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Class
A and Class A-1 Members (voting as a group)
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41,410.253
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7,645.779
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73.180
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—
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Class
C Member
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43,500.000
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—
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—
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—
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Proposal
#2 – Agreement and Plan of Merger
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Class
A and Class A-1 Members (voting as a group)
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41,516.147
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7,483.737
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129.328
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—
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Class
C Member
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43,500.000
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—
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—
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—
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Proposal
#3 – Adjournment
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Class
A, Class A-1 and Class C Members
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84,830.915
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7,634.751
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163.546
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—
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(voting
as a group)
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No other business was brought before
the special meeting of Class A, Class A-1 and Class C members.
Item
8.01. Other Events.
The merger of the Company with Summit
Hotel OP, LP is contingent on the satisfaction or waiver of certain closing
conditions, as described in the S-4 Registration Statement. There can be
no assurance that the certain closing conditions will be satisfied or waived or
that the merger will be completed.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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SUMMIT
HOTEL PROPERTIES, LLC
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By:
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/s/
Kerry W. Boekelheide
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Name:
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Kerry
W. Boekelheide
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Title:
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Chief
Executive Officer
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Dated: December
3, 2010