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) – May 10, 2021
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
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share, of | STAY | Nasdaq Global Select Market | ||||||||||||
| Extended Stay America, Inc. and Class B | ||||||||||||||
| Common Stock, par value $0.01 per share, of | ||||||||||||||
| ESH Hospitality, Inc., which are attached | ||||||||||||||
| and trade together as a Paired Share. | ||||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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)) | ||||
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 Rule 12b-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 2.02. Results of Operations and Financial Condition. | |||||
On May 10, 2021, Extended Stay America, Inc. and ESH Hospitality, Inc. issued an earnings release announcing their results of operations for the three months ended March 31, 2021. 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. | ||
The information contained under Item 7.01 of this Current Report on Form 8-K 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | |||||||
| Exhibit Number | Exhibit Description | |||||||
| Earnings release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated May 10, 2021, announcing results for the three months ended March 31, 2021. | ||||||||
| 104 | Cover Page Interactive Data File embedded within the Inline XBRL document. | |||||||
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: May 10, 2021 | By: | /s/ Christopher N. Dekle | ||||||||||||||||||
| Name: Christopher N. Dekle | ||||||||||||||||||||
| Title: General Counsel and Corporate Secretary | ||||||||||||||||||||
| ESH HOSPITALITY, INC. | ||||||||||||||||||||
| Date: May 10, 2021 | By: | /s/ Christopher N. Dekle | ||||||||||||||||||
| Name: Christopher N. Dekle | ||||||||||||||||||||
| Title: General Counsel and Corporate Secretary | ||||||||||||||||||||