UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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) – April 26, 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)
☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 26, 2017, Extended Stay America, Inc. and ESH Hospitality, Inc. (together, the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”) with the Selling Stockholders (as defined below) pursuant to which they intend to repurchase, directly from the Selling Stockholders, 750,000 Paired Shares, each Paired Share consisting of a share of common stock of Extended Stay America, Inc. and a share of Class B common stock of ESH Hospitality, Inc., which are attached and trade together as Paired Shares. The share repurchase will be effected in a private,non-underwritten transaction at a price per share equal to the price paid by the underwriters in the offering (as defined below). Extended Stay America, Inc. and ESH Hospitality, Inc. expect to fund the share repurchase from cash on hand. The share repurchase is expected to be consummated concurrently with the offering. Although the completion of the share repurchase will be conditioned upon the closing of the offering, the closing of the offering will not be conditioned upon the closing of the share repurchase. The share repurchase has been approved by the audit committees of Extended Stay America, Inc. and ESH Hospitality, Inc. and is pursuant to, and will count toward, the Company’s existing combined Paired Share repurchase program. The foregoing description of the Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form8-K.
On April 28, 2017, the Company issued a press release which announced the pricing of the underwritten secondary offering (the “offering”) of 30,000,000 Paired Shares. The Paired Shares were offered by certain entities affiliated with Centerbridge Partners, L.P., Paulson & Co. Inc. and The Blackstone Group L.P. (the “Selling Stockholders”), which is expected to result in gross proceeds of approximately $520.5 million. The Paired Shares may be offered by the underwriters from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the NYSE, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The offering is expected to close on May 3, 2017, subject to customary closing conditions.
The Company will not sell any Paired Shares in the offering and will not receive any proceeds from the offering. In addition, none of the Company’s officers or directors are selling any Paired Shares beneficially owned by them in the offering.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
Number | | Exhibit Description |
| |
| 10.1 | | Share Repurchase Agreement, dated April 26, 2017, by and among Extended Stay America, Inc., ESH Hospitality, Inc. and each of the entities identified on Schedule 1 thereto. |
| |
| 99.1 | | Press release of Extended Stay America, Inc. dated April 28, 2017, announcing the Pricing of Secondary Offering and Repurchase of Paired Shares. |
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: April 28, 2017 | | By: | | /s/ John R. Dent |
| | Name: | | John R. Dent |
| | Title: | | General Counsel |
| |
| | ESH HOSPITALITY, INC. |
| | |
Date: April 28, 2017 | | By: | | /s/ John R. Dent |
| | Name: | | John R. Dent |
| | Title: | | General Counsel |
EXHIBIT INDEX
| | |
Exhibit
Number | | Exhibit Description |
| |
| 10.1 | | Share Repurchase Agreement, dated April 26, 2017, by and among Extended Stay America, Inc., ESH Hospitality, Inc. and each of the entities identified on Schedule 1 thereto. |
| |
| 99.1 | | Press release of Extended Stay America, Inc. dated April 28, 2017, announcing the Pricing of Secondary Offering and Repurchase of Paired Shares. |
