Debt | DEBT Summary - The Company’s outstanding debt, net of unamortized debt discounts and unamortized deferred financing costs as of June 30, 2016 and December 31, 2015 , consists of the following (dollars in thousands): Stated (1) Outstanding Principal Unamortized Deferred Financing Costs (10) Interest Rate Loan June 30, December 31, June 30, 2016 December 31, 2015 Stated Interest Rate June 30, December 31, Maturity Date Mortgage loan 2012 Mortgage Loan - Component B $ 350,000 $ — $ 111,157 $ — $ 784 3.4047 % N/A 3.4047 % 12/1/2017 2012 Mortgage Loan - Component C 1,820,000 1,497,620 1,820,000 13,460 18,752 4.0547 % 4.0547 % 4.0547 % 12/1/2019 Term loan facility 2014 Term Loan 375,000 — 365,157 (2) — 3,635 LIBOR (3)(4) + 4.25% N/A 5.00 % 6/24/2019 Senior notes 2025 Notes (5) 1,300,000 1,288,384 (6) 500,000 24,934 10,756 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facilities ESH REIT Revolving Credit Facility (7) 250,000 (8) — — 618 1,431 LIBOR (3) + 3.00% N/A N/A 11/18/2016 (9) Corporation Revolving Credit Facility (7) 50,000 — — 415 956 LIBOR (3) + 3.75% N/A N/A 11/18/2016 (9) Total $ 2,786,004 $ 2,796,314 $ 39,427 $ 36,314 _________________________________ (1) Amortization is interest only. (2) The 2014 Term Loan is presented net of an unamortized debt discount of approximately $1.3 million as of December 31, 2015 . (3) London Interbank Offering Rate. (4) The 2014 Term Loan included a LIBOR floor of 0.75% . (5) In March 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes. (6) The 2025 Notes are presented net of an unamortized debt discount of approximately $11.6 million as of June 30, 2016 . (7) Each revolving credit facility's unamortized deferred financing costs are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) ESH REIT is able to request to increase the facility to an amount of up to $350.0 million at any time, subject to certain conditions. (9) Each revolving credit facility is subject to a one -year extension option. (10) As of December 31, 2015, the Company early adopted FASB accounting standards updates which require that debt issuance costs related to a recognized debt liability, excluding revolving credit facilities, are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. During the six months ended June 30, 2016, ESH REIT issued $800.0 million of additional 2025 Notes (as defined below) at 98.5% of par value. ESH REIT received net proceeds of approximately $772.8 million , which, together with cash on hand, were used to fully repay the balance of approximately $366.5 million outstanding under its 2014 Term Loan (as defined below) and repay approximately $433.5 million of the outstanding balance under its 2012 Mortgage Loan (as defined below), which consisted of approximately $111.2 million of Component B and approximately $322.3 million of Component C. ESH REIT incurred approximately $12.1 million of debt extinguishment costs in connection with the full repayment of the 2014 Term Loan and partial repayment of the 2012 Mortgage Loan, consisting of the write-off of unamortized deferred financing costs and debt discount of approximately $8.4 million and prepayment penalties and other costs of approximately $3.7 million . Debt extinguishment costs are included as a component of net interest expense in the accompanying unaudited condensed consolidated statements of operations. ESH REIT Mortgage Loan On November 30, 2012, subsidiaries of ESH REIT entered into a $2.52 billion mortgage loan comprised of three components (the “2012 Mortgage Loan”). After giving effect to principal repayments, including the March 2016 repayment discussed above, monthly required interest-only payments are approximately $5.1 million . Principal amounts, interest rates and maturities of components of the 2012 Mortgage Loan are included in the table above. Component C of the 2012 Mortgage Loan may be prepaid without incurring a prepayment penalty or premium. As of June 30, 2016 and December 31, 2015, substantially all of ESH REIT’s hotel properties served as collateral for the 2012 Mortgage Loan. ESH REIT guarantees, under a customary recourse carve out guaranty (i) under certain limited circumstances, losses related to the 2012 Mortgage Loan plus enforcement costs incurred by the lenders and (ii) under certain other limited circumstances, repayment of the 2012 Mortgage Loan up to an aggregate liability under this clause (ii) of $252.0 million plus enforcement costs. In connection with the 2012 Mortgage Loan, the Loan Parties (as defined in the agreement governing the 2012 Mortgage Loan) made certain representations, warranties and covenants customary in similar mortgage loan transactions, including, without limitation, regarding the ownership and operation of the hotels and standard special purpose bankruptcy remote entity provisions that are provided in order to make certain that each loan party (and certain specified affiliates) will maintain a prescribed level of separateness to forestall a substantive consolidation of such entities in the event of a bankruptcy action. The occurrence of a Mortgage Loan Event of Default, a Debt Yield Trigger Event (a Debt Yield, as defined, of less than 9.0% ), or a Guarantor Bankruptcy Event triggers a Cash Trap Event, each as defined. During the period of a Cash Trap Event, any excess cash flow, after all monthly requirements (including the payment of management fees and operating expenses) are fully funded, is held by the loan service agent as additional collateral for the 2012 Mortgage Loan. As of June 30, 2016 , none of these events had occurred and the Debt Yield was approximately 37.8% . A right of contribution agreement provides that if any funds of the Corporation are needed and used to service ESH REIT’s obligations under the 2012 Mortgage Loan, such as in the case of a Cash Trap Event, ESH REIT shall be obligated to reimburse the Corporation, with interest, for the amount of any such funds that were applied for this purpose as soon as permitted under the 2012 Mortgage Loan. Interest shall accrue on ESH REIT’s reimbursement obligation at the relevant applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code"). In lieu of cash payment, the Corporation may elect, at its option, to receive payment in the form of additional shares of Class A common stock of ESH REIT of an equivalent value. The 2012 Mortgage Loan is subject to certain customary events of default. Upon the occurrence of an Event of Default, as defined, the lender may, among other things, take the following actions: (i) accelerate the maturity date of the 2012 Mortgage Loan, (ii) foreclose on any or all of the mortgages securing the mortgage loan or (iii) apply amounts on deposit in the reserve accounts to pay the debt service on the 2012 Mortgage Loan. All receipts from the mortgaged properties are required to be deposited into a domestic cash management account (“CMA”) for hotels in the U.S. and a Canadian CMA for hotels in Canada. Such CMAs are under the control of the loan service agent as specified by the terms of the mortgage loan agreement and cash management agreements and are, therefore, classified as restricted cash on the accompanying unaudited condensed consolidated balance sheets. Receipts are allocated to CMA subaccounts for hotel occupancy/goods and services sales taxes, real estate taxes, insurance, ground leases, operating expenses (including management fees and reimbursements), capital improvements and mortgage debt service. Funds in excess of a month’s Canadian waterfall requirements are converted to U.S. dollars and transferred to the domestic CMA. Funds in excess of a month’s domestic waterfall requirements are distributed to the Corporation and/or ESH REIT so long as no Cash Trap Event has occurred. ESH REIT Term Loan Facility On March 18, 2016, using a portion of the net proceeds from its issuance of $800.0 million of additional 2025 Notes (as defined below), together with cash on hand, ESH REIT fully repaid the remaining outstanding balance of approximately $366.5 million of its $375.0 million term loan facility (the “2014 Term Loan”) originally entered into in June 2014. The 2014 Term Loan was scheduled to mature on June 24, 2019 and bore interest at a rate equal to (i) LIBOR (subject to a floor of 0.75% ) plus 4.25% , or (ii) a base rate (determined by reference to the highest of (1) the prime lending rate, (2) the overnight federal funds rate plus 0.5% , or (3) the one-month adjusted LIBOR rate (subject to a floor of 0.75% ) plus 1.0% ) plus 3.25% . There was no scheduled amortization on the 2014 Term Loan; however, subject to certain exceptions, mandatory prepayments of up to 50% of Excess Cash Flow may have been required, based on ESH REIT’s Consolidated Leverage Ratio, each as defined. ESH REIT made a mandatory prepayment of approximately $8.5 million during the three months ended March 31, 2015. Obligations under the 2014 Term Loan were guaranteed by certain of ESH REIT’s domestic subsidiaries. The 2014 Term Loan was secured by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors under the facility on a pari passu basis with obligations under the ESH REIT Revolving Credit Facility (as defined below), with certain exceptions, including certain entities that were not pledged pursuant to the 2012 Mortgage Loan. Subject to an intercreditor agreement, that, among other things, provided priority in favor of the ESH REIT Revolving Credit Facility under certain circumstances, the 2014 Term Loan was prepayable prior to its maturity, subject to a prepayment penalty on or after December 24, 2015 but prior to June 24, 2016 in an amount equal to 1.0% of the aggregate principal amount repaid. As such, the March 2016 repayment discussed above resulted in a prepayment penalty of approximately $3.7 million . The 2014 Term Loan contained a number of restrictive covenants that, among other things and subject to certain exceptions, restricted ESH REIT’s ability and the ability of its subsidiaries to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with ESH REIT’s affiliates, sell all or substantially all of its assets, merge and create liens. The 2014 Term Loan also contained certain customary affirmative covenants and events of default. During a Trigger Event, an Adjusted Trigger Event, a Default or an Event of Default, each as defined, ESH REIT was restricted from making cash distributions, subject to certain exceptions. ESH REIT Senior Notes On May 15, 2015, ESH REIT issued $500.0 million of its 5.25% senior notes due in 2025 (the “2025 Notes”) under an indenture (the “Indenture”) with Deutsche Bank Trust Company Americas, as trustee, at 100% of their par value in a private placement pursuant to Rule 144A of the Securities Act. On March 18, 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes under the Indenture at 98.5% of their par value in a private placement pursuant to Rule 144A of the Securities Act. ESH REIT used the net proceeds from the 2015 offering, together with cash on hand, to repay $500.0 million of the outstanding balance under its 2012 Mortgage Loan. ESH REIT used the net proceeds from the 2016 offering, together with cash on hand, to fully repay the balance of approximately $366.5 million outstanding under its 2014 Term Loan and repay approximately $433.5 million of the outstanding balance under its 2012 Mortgage Loan. The 2025 Notes mature on May 1, 2025 and bear interest at a fixed rate of 5.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The 2025 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of ESH REIT’s subsidiaries that guarantee ESH REIT’s obligations under the ESH REIT Revolving Credit Facility. The 2025 Notes rank equally in right of payment with ESH REIT’s existing and future senior unsecured indebtedness, and senior in right of payment to all future subordinated indebtedness, if any. The 2025 Notes are effectively junior to any of ESH REIT’s secured indebtedness to the extent of the value of the assets securing such indebtedness. ESH REIT may redeem the 2025 Notes at any time on or after May 1, 2020, in whole or in part, at a redemption price equal to 102.625% of the principal amount, declining annually to 100% of the principal amount from May 1, 2023 and thereafter, plus accrued and unpaid interest. Prior to May 1, 2020, ESH REIT may redeem the 2025 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a “make-whole” premium, as defined in the Indenture, plus accrued and unpaid interest. Prior to May 1, 2018, subject to certain conditions, ESH REIT may redeem up to 35% of the aggregate principal amount of the 2025 Notes at a redemption price equal to 105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds from certain equity offerings, provided 65% of the original amount of the principal remains outstanding after the occurrence of each such redemption. Upon a Change of Control, as defined, holders of the 2025 Notes have the right to require ESH REIT to redeem the 2025 Notes at 101% of the principal amount, plus accrued and unpaid interest. The Indenture contains a number of customary covenants that, subject to certain exceptions, limit ESH REIT’s ability and the ability of certain of its subsidiaries to incur additional debt, create certain liens, pay dividends or distributions, make certain investments and other payments, enter into affiliate transactions, sell assets or merge, consolidate or transfer substantially all of their assets, among other things. ESH REIT was in compliance with all covenants set forth in the Indenture as of June 30, 2016 . Revolving Credit Facilities ESH REIT Revolving Credit Facility— On November 18, 2013, ESH REIT entered into a $250.0 million revolving credit facility (the “ESH REIT Revolving Credit Facility”). Subject to the satisfaction of certain criteria, ESH REIT is able to request to increase the facility to an amount up to $350.0 million at any time. The facility provides for the issuance of up to $50.0 million of letters of credit as well as borrowings on same day notice, referred to as swingline loans, in an amount up to $20.0 million . ESH REIT incurs a fee of 0.35% or 0.175% on the unutilized revolver balance, based on the outstanding amount under the facility, and a fee of 3.125% on outstanding letters of credit. Borrowings under the facility bear interest at a rate equal to an adjusted LIBOR rate or a base rate determined by reference to the highest of (i) the prime lending rate, (ii) the overnight federal funds rate plus 0.5% or (iii) the one-month adjusted LIBOR rate plus 1.0% , plus an applicable margin of 2.00% for base rate loans and 3.00% for LIBOR loans. There is no scheduled amortization under the facility and the facility matures on November 18, 2016 , subject to a one -year extension option. ESH REIT had no letters of credit outstanding under this facility, an outstanding balance drawn of $0 and borrowing capacity available of $250.0 million as of June 30, 2016 and December 31, 2015 . ESH REIT’s obligations under the ESH REIT Revolving Credit Facility are guaranteed by its existing and future direct and indirect domestic subsidiaries, with certain exceptions, including certain entities that may not provide guarantees pursuant to the 2012 Mortgage Loan. The ESH REIT Revolving Credit Facility is secured by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors under the facility, with certain exceptions, including certain entities that may not be pledged pursuant to the 2012 Mortgage Loan. The ESH REIT Revolving Credit Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict ESH REIT’s ability and the ability of its subsidiaries to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with ESH REIT’s affiliates, sell all or substantially all of its assets, merge and create liens. The ESH REIT Revolving Credit Facility also contains certain customary affirmative covenants and events of default. If any loans or obligations are outstanding during any fiscal quarter, the ESH REIT Revolving Credit Facility requires that the Consolidated Leverage Ratio, as defined, calculated as of the end of such fiscal quarter, be less than or equal to 9.00 to 1.0. Further, if loans or obligations are outstanding during any calendar month, the ESH REIT Revolving Credit Facility requires that the Debt Yield or the Adjusted Debt Yield, each as defined, not be less than 9.0% as of the last day of such calendar month. In order to avoid a Trigger Event or an Adjusted Trigger Event, the ESH REIT Revolving Credit Facility requires a Debt Yield and an Adjusted Debt Yield, each as defined, of at least 11.5% . The occurrence of a Trigger Event or an Adjusted Trigger Event would require ESH REIT to repay the outstanding facility balance and cash collateralize outstanding letters of credit and restrict ESH REIT from making cash distributions, subject to certain exceptions. As of June 30, 2016 , the Debt Yield and Adjusted Debt Yield were approximately 37.8% and 20.3% , respectively, and no Trigger Event or Adjusted Trigger Event had occurred. Corporation Revolving Credit Facility— On November 18, 2013, the Corporation entered into a revolving credit facility (the “Corporation Revolving Credit Facility”) of $75.0 million . On November 18, 2014, the borrowing availability under the facility decreased to $50.0 million . The facility provides for the issuance of up to $50.0 million of letters of credit as well as borrowings on same day notice, referred to as swingline loans, in an amount up to $20.0 million . The Corporation incurs a fee of 0.35% or 0.175% on the unutilized revolver balance, based on the outstanding amount under the facility, and a fee of 3.875% on outstanding letters of credit. Borrowings under the facility bear interest at a rate equal to an adjusted LIBOR rate or a base rate determined by reference to the highest of (i) the prime lending rate, (ii) the overnight federal funds rate plus 0.5% or (iii) the one-month adjusted LIBOR rate plus 1.0% , plus an applicable margin of 2.75% for base rate loans and 3.75% for LIBOR loans. There is no scheduled amortization under the facility and the facility matures on November 18, 2016 , subject to a one-year extension option. As of June 30, 2016 and December 31, 2015 , the Corporation had one letter of credit outstanding under this facility of $1.8 million , an outstanding balance drawn of $0 and borrowing capacity available of $48.2 million . The Corporation’s obligations under the Corporation Revolving Credit Facility are guaranteed by its existing and future direct and indirect domestic subsidiaries, with certain exceptions, including, but not limited to, ESH REIT and its subsidiaries and certain other entities that may not provide guarantees pursuant to ESH REIT’s 2012 Mortgage Loan. The Corporation Revolving Credit Facility is secured by a first-priority security interest in substantially all of the assets of the Corporation and the guarantors under the facility, with certain exceptions, including certain entities that may not be pledged pursuant to the 2012 Mortgage Loan. The Corporation Revolving Credit Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict the Corporation’s ability and the ability of its subsidiaries (other than, with certain exceptions, ESH REIT and its subsidiaries) to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with the Corporation’s affiliates, sell all or substantially all of their assets, merge and create liens. The Corporation Revolving Credit Facility also contains certain customary affirmative covenants and events of default. If any loans or obligations are outstanding during any fiscal quarter, the Corporation Revolving Credit Facility requires that the Consolidated Leverage Ratio, as defined, calculated as of the end of such fiscal quarter, be less than or equal to 8.75 to 1.0. Further, if loans or obligations are outstanding during any calendar month, the Corporation Revolving Credit Facility requires that the Debt Yield and the Adjusted Debt Yield, each as defined, not be less than 9.0% as at the last day of such calendar month. In order to avoid a Trigger Event or an Adjusted Trigger Event, the Corporation Revolving Credit Facility requires a Debt Yield and an Adjusted Debt Yield, each as defined, of at least 12.0% . The occurrence of a Trigger Event or an Adjusted Trigger Event would require the Corporation to repay the outstanding facility balance and cash collateralize outstanding letters of credit and restrict the Corporation from making cash distributions, subject to certain exceptions. As of June 30, 2016 , the Debt Yield and Adjusted Debt Yield were approximately 37.8% and 20.2% , respectively, and no Trigger Event or Adjusted Trigger Event had occurred. Future Maturities of Debt —The future maturities of debt as of June 30, 2016 , are as follows (in thousands): Years Ending December 31, Remainder of 2016 $ — 2017 — 2018 — 2019 1,497,620 2020 — Thereafter 1,300,000 Total $ 2,797,620 Fair Value of Debt —As of June 30, 2016 and December 31, 2015 , the estimated fair value of ESH REIT’s 2012 Mortgage Loan, 2014 Term Loan and 2025 Notes was approximately $2.8 billion . Estimated fair values are determined by comparing current borrowing rates and risk spreads offered in the market to the stated interest rates and spreads on ESH REIT’s 2012 Mortgage Loan, 2014 Term Loan and 2025 Notes (Level 2 fair value measures) or quoted market prices (Level 1 fair value measures), when available. |
Debt | DEBT Summary —ESH REIT’s outstanding debt, net of unamortized debt discounts and unamortized deferred financing costs as of June 30, 2016 and December 31, 2015 , consists of the following (dollars in thousands): Stated Amount (1) Outstanding Principal Unamortized Deferred Financing Costs (10) Interest Rate Loan June 30, December 31, June 30, 2016 December 31, 2015 Stated Interest Rate June 30, December 31, Maturity Date Mortgage loan 2012 Mortgage Loan - Component B $ 350,000 $ — $ 111,157 $ — $ 784 3.4047 % N/A 3.4047 % 12/1/2017 2012 Mortgage Loan - Component C 1,820,000 1,497,620 1,820,000 13,460 18,752 4.0547 % 4.0547 % 4.0547 % 12/1/2019 Term loan facility 2014 Term Loan 375,000 — 365,157 (2) — 3,635 LIBOR (3)(4) + 4.25% N/A 5.00 % 6/24/2019 Senior notes 2025 Notes (5) 1,300,000 1,288,384 (6) 500,000 24,934 10,756 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facility ESH REIT revolving credit facility (7) 250,000 (8) — — 618 1,431 LIBOR (3) + 3.00% N/A N/A 11/18/2016 (9) Total $ 2,786,004 $ 2,796,314 $ 39,012 $ 35,358 _________________________________ (1) Amortization is interest only. (2) The 2014 Term Loan is presented net of an unamortized debt discount of approximately $1.3 million as of December 31, 2015 . (3) London Interbank Offering Rate. (4) The 2014 Term Loan included a LIBOR floor of 0.75% . (5) In March 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes. (6) The 2025 Notes are presented net of an unamortized debt discount of approximately $11.6 million as of June 30, 2016 . (7) The ESH REIT Revolving Credit Facility's unamortized deferred financing costs are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) ESH REIT is able to request to increase the facility to an amount of up to $350.0 million at any time, subject to certain conditions. (9) The ESH REIT Revolving Credit Facility is subject to a one -year extension option. (10) As of December 31, 2015, ESH REIT early adopted FASB accounting standards updates which require that debt issuance costs related to a recognized debt liability, excluding revolving credit facilities, are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. During the six months ended June 30, 2016, ESH REIT issued $800.0 million of additional 2025 Notes (as defined below) at 98.5% of par value. ESH REIT received net proceeds of approximately $772.8 million, which, together with cash on hand, were used to fully repay the balance of approximately $366.5 million outstanding under its 2014 Term Loan (as defined below) and repay approximately $433.5 million of the outstanding balance under its 2012 Mortgage Loan (as defined below), which consisted of approximately $111.2 million of Component B and approximately $322.3 million of Component C. ESH REIT incurred approximately $12.1 million of debt extinguishment costs in connection with the full repayment of the 2014 Term Loan and partial repayment of the 2012 Mortgage Loan, consisting of the write-off of unamortized deferred financing costs and debt discount of approximately $8.4 million and prepayment penalties and other costs of approximately $3.7 million . Debt extinguishment costs are included as a component of net interest expense in the accompanying unaudited condensed consolidated statements of operations. ESH REIT Mortgage Loan On November 30, 2012, subsidiaries of ESH REIT entered into a $2.52 billion mortgage loan comprised of three components (the “2012 Mortgage Loan”). After giving effect to principal repayments, including the March 2016 repayment discussed above, monthly required interest-only payments are approximately $5.1 million . Principal amounts, interest rates and maturities of components of the 2012 Mortgage Loan are included in the table above. Component C of the 2012 Mortgage Loan may be prepaid without incurring a prepayment penalty or premium. As of June 30, 2016 and December 31, 2015, substantially all of ESH REIT’s hotel properties served as collateral for the 2012 Mortgage Loan. ESH REIT guarantees, under a customary recourse carve out guaranty (i) under certain limited circumstances, losses related to the 2012 Mortgage Loan plus enforcement costs incurred by the lenders and (ii) under certain other limited circumstances, repayment of the 2012 Mortgage Loan up to an aggregate liability under this clause (ii) of $252.0 million plus enforcement costs. In connection with the 2012 Mortgage Loan, the Loan Parties (as defined in the agreement governing the 2012 Mortgage Loan) made certain representations, warranties and covenants customary in similar mortgage loan transactions, including, without limitation, regarding the ownership and operation of the hotels and standard special purpose bankruptcy remote entity provisions that are provided in order to make certain that each loan party (and certain specified affiliates) will maintain a prescribed level of separateness to forestall a substantive consolidation of such entities in the event of a bankruptcy action. The occurrence of a Mortgage Loan Event of Default, a Debt Yield Trigger Event (a Debt Yield, as defined, of less than 9.0% ), or a Guarantor Bankruptcy Event triggers a Cash Trap Event, each as defined. During the period of a Cash Trap Event, any excess cash flow, after all monthly requirements (including the payment of management fees and operating expenses) are fully funded, is held by the loan service agent as additional collateral for the 2012 Mortgage Loan. As of June 30, 2016 none of these events had occurred and the Debt Yield was approximately 37.8% . A right of contribution agreement provides that if any funds of the Corporation are needed and used to service ESH REIT’s obligations under the 2012 Mortgage Loan, such as in the case of a Cash Trap Event, ESH REIT shall be obligated to reimburse the Corporation, with interest, for the amount of any such funds that were applied for this purpose as soon as permitted under the 2012 Mortgage Loan. Interest shall accrue on ESH REIT’s reimbursement obligation at the relevant applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code"). In lieu of cash payment, the Corporation may elect, at its option, to receive payment in the form of additional shares of Class A common stock of ESH REIT of an equivalent value. The 2012 Mortgage Loan is subject to certain customary events of default. Upon the occurrence of an Event of Default, as defined, the lender may, among other things, take the following actions: (i) accelerate the maturity date of the 2012 Mortgage Loan, (ii) foreclose on any or all of the mortgages securing the mortgage loan or (iii) apply amounts on deposit in the reserve accounts to pay the debt service on the 2012 Mortgage Loan. All receipts from the mortgaged properties are required to be deposited into a domestic cash management account (“CMA”) for hotels in the U.S. and a Canadian CMA for hotels in Canada. Such CMAs are under the control of the loan service agent as specified by the terms of the mortgage loan agreement and cash management agreements and are, therefore, classified as restricted cash on the accompanying unaudited condensed consolidated balance sheets. Receipts are allocated to CMA subaccounts for hotel occupancy/goods and services sales taxes, real estate taxes, insurance, ground leases, operating expenses (including management fees and reimbursements), capital improvements and mortgage debt service. Funds in excess of a month’s Canadian waterfall requirements are converted to U.S. dollars and transferred to the domestic CMA. Funds in excess of a month’s domestic waterfall requirements are distributed to the Corporation and/or ESH REIT so long as no Cash Trap Event has occurred. ESH REIT Term Loan Facility On March 18, 2016, using a portion of the net proceeds from its issuance of $800.0 million of additional 2025 Notes (as defined below), together with cash on hand, ESH REIT fully repaid the remaining outstanding balance of approximately $366.5 million of its $375.0 million term loan facility (the “2014 Term Loan”) originally entered into in June 2014. The 2014 Term Loan was scheduled to mature on June 24, 2019 and bore interest at a rate equal to (i) LIBOR (subject to a floor of 0.75% ) plus 4.25% , or (ii) a base rate (determined by reference to the highest of (1) the prime lending rate, (2) the overnight federal funds rate plus 0.5% , or (3) the one-month adjusted LIBOR rate (subject to a floor of 0.75% ) plus 1.0% ) plus 3.25% . There was no scheduled amortization on the 2014 Term Loan; however, subject to certain exceptions, mandatory prepayments of up to 50% of Excess Cash Flow may have been required, based on ESH REIT’s Consolidated Leverage Ratio, each as defined. ESH REIT made a mandatory prepayment of approximately $8.5 million during the three months ended March 31, 2015. Obligations under the 2014 Term Loan were guaranteed by certain of ESH REIT’s domestic subsidiaries. The 2014 Term Loan was secured by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors under the facility on a pari passu basis with obligations under the ESH REIT Revolving Credit Facility (as defined below), with certain exceptions, including certain entities that were not pledged pursuant to the 2012 Mortgage Loan. Subject to an intercreditor agreement, that, among other things, provided priority in favor of the ESH REIT Revolving Credit Facility under certain circumstances, the 2014 Term Loan was prepayable prior to its maturity, subject to a prepayment penalty on or after December 24, 2015 but prior to June 24, 2016 in an amount equal to 1.0% of the aggregate principal amount repaid. As such, the March 2016 repayment discussed above resulted in a prepayment penalty of approximately $3.7 million . The 2014 Term Loan contained a number of restrictive covenants that, among other things and subject to certain exceptions, restricted ESH REIT’s ability and the ability of its subsidiaries to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with ESH REIT’s affiliates, sell all or substantially all of its assets, merge and create liens. The 2014 Term Loan also contained certain customary affirmative covenants and events of default. During a Trigger Event, an Adjusted Trigger Event, a Default or an Event of Default, each as defined, ESH REIT was restricted from making cash distributions, subject to certain exceptions. ESH REIT Senior Notes On May 15, 2015, ESH REIT issued $500.0 million of its 5.25% senior notes due in 2025 (the “2025 Notes”) under an indenture (the “Indenture”) with Deutsche Bank Trust Company Americas, as trustee, at 100% of their par value in a private placement pursuant to Rule 144A of the Securities Act. On March 18, 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes under the Indenture at 98.5% of their par value in a private placement pursuant to Rule 144A of the Securities Act. ESH REIT used the net proceeds from the 2015 offering, together with cash on hand, to repay $500.0 million of the outstanding balance under its 2012 Mortgage Loan. ESH REIT used the net proceeds from the 2016 offering, together with cash on hand, to fully repay the balance of approximately $366.5 million outstanding under its 2014 Term Loan and repay approximately $433.5 million of the outstanding balance under its 2012 Mortgage Loan. The 2025 Notes mature on May 1, 2025 and bear interest at a fixed rate of 5.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The 2025 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of ESH REIT’s subsidiaries that guarantee ESH REIT’s obligations under the ESH REIT Revolving Credit Facility. The 2025 Notes rank equally in right of payment with ESH REIT’s existing and future senior unsecured indebtedness, and senior in right of payment to all future subordinated indebtedness, if any. The 2025 Notes are effectively junior to any of ESH REIT’s secured indebtedness to the extent of the value of the assets securing such indebtedness. ESH REIT may redeem the 2025 Notes at any time on or after May 1, 2020, in whole or in part, at a redemption price equal to 102.625% of the principal amount, declining annually to 100% of the principal amount from May 1, 2023 and thereafter, plus accrued and unpaid interest. Prior to May 1, 2020, ESH REIT may redeem the 2025 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a “make-whole” premium, as defined in the Indenture, plus accrued and unpaid interest. Prior to May 1, 2018, subject to certain conditions, ESH REIT may redeem up to 35% of the aggregate principal amount of the 2025 Notes at a redemption price equal to 105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds from certain equity offerings, provided 65% of the original amount of the principal remains outstanding after the occurrence of each such redemption. Upon a Change of Control, as defined, holders of the 2025 Notes have the right to require ESH REIT to redeem the 2025 Notes at 101% of the principal amount, plus accrued and unpaid interest. The Indenture contains a number of customary covenants that, subject to certain exceptions, limit ESH REIT’s ability and the ability of certain of its subsidiaries to incur additional debt, create certain liens, pay dividends or distributions, make certain investments and other payments, enter into affiliate transactions, sell assets or merge, consolidate or transfer substantially all of their assets, among other things. ESH REIT was in compliance with all covenants set forth in the Indenture as of June 30, 2016 . ESH REIT Revolving Credit Facility On November 18, 2013, ESH REIT entered into a $250.0 million revolving credit facility (the “ESH REIT Revolving Credit Facility”). Subject to the satisfaction of certain criteria, ESH REIT is able to request to increase the facility to an amount up to $350.0 million at any time. The facility provides for the issuance of up to $50.0 million of letters of credit as well as borrowings on same day notice, referred to as swingline loans, in an amount up to $20.0 million . ESH REIT incurs a fee of 0.35% or 0.175% on the unutilized revolver balance, based on the outstanding amount under the facility, and a fee of 3.125% on outstanding letters of credit. Borrowings under the facility bear interest at a rate equal to an adjusted LIBOR rate or a base rate determined by reference to the highest of (i) the prime lending rate, (ii) the overnight federal funds rate plus 0.5% or (iii) the one-month adjusted LIBOR rate plus 1.0% , plus an applicable margin of 2.00% for base rate loans and 3.00% for LIBOR loans. There is no scheduled amortization under the facility and the facility matures on November 18, 2016 , subject to a one -year extension option. ESH REIT had no letters of credit outstanding under this facility, an outstanding balance drawn of $0 and borrowing capacity available of $250.0 million as of June 30, 2016 and December 31, 2015 . ESH REIT’s obligations under the ESH REIT Revolving Credit Facility are guaranteed by its existing and future direct and indirect domestic subsidiaries, with certain exceptions, including certain entities that may not provide guarantees pursuant to the 2012 Mortgage Loan. The ESH REIT Revolving Credit Facility is secured by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors under the facility, with certain exceptions, including certain entities that may not be pledged pursuant to the 2012 Mortgage Loan. The ESH REIT Revolving Credit Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict ESH REIT’s ability and the ability of its subsidiaries to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with ESH REIT’s affiliates, sell all or substantially all of its assets, merge and create liens. The ESH REIT Revolving Credit Facility also contains certain customary affirmative covenants and events of default. If any loans or obligations are outstanding during any fiscal quarter, the ESH REIT Revolving Credit Facility requires that the Consolidated Leverage Ratio, as defined, calculated as of the end of such fiscal quarter, be less than or equal to 9.00 to 1.0. Further, if loans or obligations are outstanding during any calendar month, the ESH REIT Revolving Credit Facility requires that the Debt Yield or the Adjusted Debt Yield, each as defined, not be less than 9.0% as of the last day of such calendar month. In order to avoid a Trigger Event or an Adjusted Trigger Event, the ESH REIT Revolving Credit Facility requires a Debt Yield and an Adjusted Debt Yield, each as defined, of at least 11.5% . The occurrence of a Trigger Event or an Adjusted Trigger Event would require ESH REIT to repay the outstanding facility balance and cash collateralize outstanding letters of credit and restrict ESH REIT from making cash distributions, subject to certain exceptions. As of June 30, 2016 , the Debt Yield and Adjusted Debt Yield were approximately 37.8% and 20.3% , respectively, and no Trigger Event or Adjusted Trigger Event had occurred. Future Maturities of Debt —The future maturities of debt, as of June 30, 2016 , are as follows (in thousands): Years Ending December 31, Remainder of 2016 $ — 2017 — 2018 — 2019 1,497,620 2020 — Thereafter 1,300,000 Total $ 2,797,620 Fair Value of Debt —As of June 30, 2016 and December 31, 2015 , the estimated fair value of ESH REIT’s 2012 Mortgage Loan, 2014 Term Loan and 2025 Notes was approximately $2.8 billion . Estimated fair values are determined by comparing current borrowing rates and risk spreads offered in the market to the stated interest rates and spreads on ESH REIT’s 2012 Mortgage Loan, 2014 Term Loan and 2025 Notes (Level 2 fair value measures) or quoted market prices (Level 1 fair value measures), when available. |