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) – July 30, 2015
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 July 30, 2015, Extended Stay America, Inc. and ESH Hospitality, Inc. issued an earnings release announcing their results of operations for the three and six months ended June 30, 2015. A copy of the earnings 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 7.01 | Regulation FD Disclosure. |
On July 30, 2015, Extended Stay America, Inc. and ESH Hospitality, Inc. held a conference call announcing their results of operations for the three and six months ended June 30, 2015. A copy of management’s presentation materials is furnished as Exhibit 99.2 to this current Report on Form 8-K and is incorporated herein by reference in this Item 7.01.
The information contained under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of 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, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
On July 30, 2015, Extended Stay America, Inc. and ESH Hospitality, Inc. issued a press release announcing that the Board of Directors of ESH Hospitality, Inc. declared a cash distribution of $0.15 per share for the second quarter of 2015, payable to ESH Hospitality, Inc.’s Class A and Class B common shareholders. Also, the Board of Directors of Extended Stay America, Inc. declared a cash distribution of $0.02 per share for the second quarter of 2015, payable to Extended Stay America, Inc.’s common shareholders. These distributions will be payable on August 27, 2015 to shareholders of record as of August 13, 2015. A copy of the press release is attached as Exhibit 99.3 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 | Earnings release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated July 30, 2015, announcing results for the three and six months ended June 30, 2015. | |
| 99.2 | Management’s presentation materials, dated July 30, 2015. | |
| 99.3 | Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated July 30, 2015, announcing distribution for second quarter of 2015. | |
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: July 30, 2015 | By: | /s/ John R. Dent | ||||
| Name: | John R. Dent | |||||
| Title: | General Counsel | |||||
| ESH HOSPITALITY, INC. | ||||||
| Date: July 30, 2015 | By: | /s/ John R. Dent | ||||
| Name: | John R. Dent | |||||
| Title: | General Counsel | |||||
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
| 99.1 | Earnings release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated July 30, 2015, announcing results for the three and six months ended June 30, 2015. | |
| 99.2 | Management’s presentation materials, dated July 30, 2015. | |
| 99.3 | Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated July 30, 2015, announcing distribution for second quarter of 2015. | |