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) – January 5, 2017
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 8.01 | Other Events. |
On January 5, 2017, Extended Stay America, Inc. (the “Corporation”) and ESH Hospitality, Inc. (“ESH REIT”) issued a press release announcing that the Board of Directors of the Corporation and the Board of Directors of ESH REIT authorized an increase of their combined Paired Share repurchase program from $200.0 million to up to $300.0 million of Paired Shares and extended the maturity of the program through December 31, 2017, each effective January 1, 2017. Repurchases may be made at management’s discretion from time to time in the open market, in privately negotiated transactions or by other means (including Rule 10b5-1 trading plans), subject to compliance with existing debt agreements. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. As of January 1, 2017, the Corporation and ESH REIT repurchased and retired approximately 9.4 million shares of Corporation common stock and approximately 9.4 million shares of ESH REIT Class B common stock, respectively, for approximately $86.2 million and $53.6 million, respectively. As of January 1, 2017, approximately $160.2 million in repurchase authorization remained. A copy of the press release is attached as Exhibit 99.1 to this Current Report onForm 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 January 5, 2017, announcing increase and extension of share repurchase program. | |
SIGNATURES
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: January 5, 2017 | By: | /s/ John R. Dent | ||||
| Name: John R. Dent | ||||||
| Title: General Counsel | ||||||
| ESH HOSPITALITY, INC. | ||||||
| Date: January 5, 2017 | By: | /s/ John R. Dent | ||||
| Name: John R. Dent | ||||||
| Title: General Counsel | ||||||
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
| 99.1 | Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated January 5, 2017, announcing increase and extension of share repurchase program. | |