UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) – February 26, 2014
EXTENDED STAY AMERICA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36190 | 46-3140312 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
11525 N. Community House Road, Suite 100 Charlotte, North Carolina | 28277 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code (980) 345-1600
ESH HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36191 | 27-3559821 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
11525 N. Community House Road, Suite 100 Charlotte, North Carolina | 28277 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code (980) 345-1600
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
| Item 2.02 | Results of Operations. |
On February 26, 2014, Extended Stay America, Inc. and ESH Hospitality, Inc. issued a press release announcing their results of operations for the year ended December 31, 2013. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 2.02.
The information contained under Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
On February 26, 2014, Extended Stay America, Inc. and ESH Hospitality, Inc. issued a press release announcing that the Board of Directors of ESH Hospitality, Inc. has declared a prorated cash dividend of $0.08 per share for the fourth quarter of 2013, payable to ESH Hospitality, Inc.’s Class A and Class B common shareholders. The dividend will be payable on March 26, 2014 to shareholders of record as of March 12, 2014. A copy of the press release is attached to this report as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit Number | Exhibit Description | |
| 99.1 | Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated February 26, 2014, announcing results for the year ended December 31, 2013. | |
| 99.2 | Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated February 26, 2014, announcing dividend for fourth quarter of 2013. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXTENDED STAY AMERICA, INC. | ||||||
| Date: February 26, 2014 | By: | /s/ Ross W. McCanless | ||||
| Name: Ross W. McCanless | ||||||
| Title: Chief Legal Officer and General Counsel | ||||||
| Date: February 26, 2014 | ESH HOSPITALITY, INC. | |||||
| By: | /s/ Ross W. McCanless | |||||
| Name: Ross W. McCanless | ||||||
| Title: Chief Legal Officer | ||||||
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
| 99.1 | Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated February 26, 2014, announcing results for the year ended December 31, 2013. | |
| 99.2 | Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated February 26, 2014, announcing dividend for fourth quarter of 2013. | |