Item 3.03. Material Modifications to Rights of Security Holders.
On June 22, 2016, Summit Hotel Properties, Inc. (the Company) filed, with the State Department of Assessments and Taxation of the State of Maryland, Articles Supplementary (the Articles Supplementary) to the Articles of Amendment and Restatement of the Company, as amended and supplemented, classifying and designating 3,000,000 of the Companys authorized preferred shares of preferred stock, $0.01 par value per share, as 6.45% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share (Series D Preferred Stock). A summary of the material terms of the Series D Preferred Stock is set forth under the caption Description of the Series D Preferred Stock in the Companys prospectus supplement, dated June 21, 2016 and filed with the Securities and Exchange Commission (the SEC) on June 21, 2016 (the Prospectus Supplement). The summary of the Series D Preferred Stock in the Prospectus Supplement and the following description of the Series D Preferred Stock are qualified in their entirety by reference to the Articles Supplementary, which are hereby incorporated by reference into this Item 3.03 and which were filed as Exhibit 3.2 to the Companys Registration Statement on Form 8-A, filed with the SEC on June 24, 2016.
The Company filed the Articles Supplementary in connection with its previously announced underwritten public offering of Series D Preferred Stock, as further described below.
The Series D Preferred Stock rank senior to the Companys common stock, $0.01 par value per share (the Common Stock), with respect to distribution rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company. The Series D Preferred Stock rank on a parity with the Companys 9.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the Series A Preferred Stock), 7.875% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share (the Series B Preferred Stock) and the Companys 7.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (the Series C Preferred Stock), with respect to distribution rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company.
In addition to other preferential rights, each holder of Series D Preferred Stock is entitled to receive a liquidation preference, which is equal to $25.00 per share of Series D Preferred Stock, plus any accrued and unpaid distributions to, but not including, the date of the payment, before the holders of shares of Common Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company. Furthermore, the Company is restricted from declaring or paying any distributions, or setting aside any funds for the payment of distributions, on shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or, subject to certain exceptions, redeeming or otherwise acquiring shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, unless full cumulative distributions on the Series D Preferred Stock have been declared and either paid or set aside for payment in full for all past distribution periods.