EXTENDED STAY AMERICA, INC. (NYSE:CHH) Files An 8-K Entry into a Material Definitive Agreement

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EXTENDED STAY AMERICA, INC. (NYSE:CHH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On December 7, 2016, 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) to which they intend to
repurchase, directly from the Selling Stockholders, 625,000
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 underwriter 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 to, and will count
toward, the Companys 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 Form 8-K.

Item8.01 Other Events.

On December 12, 2016, the Company issued a press release which
announced the pricing of the underwritten secondary offering (the
offering) of 12,500,000 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 $206,250,000. The offering is expected
to close on December 16, 2016, 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 Companys 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 Form 8-K and is incorporated herein by
reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber

ExhibitDescription

10.1

Share Repurchase Agreement, dated December 7, 2016, 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 December
12, 2016, announcing the Pricing of Secondary Offering and
Repurchase of Paired Shares.


About EXTENDED STAY AMERICA, INC. (NYSE:CHH)

Choice Hotels International, Inc. (Choice) is a hotel franchisor. The Company operates in two segments: hotel franchising business and SkyTouch Technology (SkyTouch). It operates approximately 6,420 hotels open and over 720 hotels under construction, representing approximately 507,480 rooms open and over 58,130 rooms under construction, awaiting conversion or approved for development in approximately 50 states, the District of Columbia and over 35 countries and territories outside the United States. It franchises lodging properties under the brand names, including Comfort Inn, Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge, Rodeway Inn, MainStay Suites, Cambria hotels & suites and Ascend Hotel Collection (collectively, the Choice brands). SkyTouch division develops and markets cloud-based technology products, including inventory management, pricing and connectivity to third-party channels, to hoteliers not under franchise agreements with the Company.

EXTENDED STAY AMERICA, INC. (NYSE:CHH) Recent Trading Information

EXTENDED STAY AMERICA, INC. (NYSE:CHH) closed its last trading session down -0.55 at 54.85 with 484,485 shares trading hands.