EXTENDED STAY AMERICA, INC. (NYSE:CHH) Files An 8-K Other Events
Item8.01
| Other Events. |
On December 12, 2016, Extended Stay America, Inc. and ESH
Hospitality, Inc. (collectively, the Company) entered into an
Underwriting Agreement (the Underwriting Agreement) with the
selling stockholders listed on Schedule 2 thereto (collectively,
the Selling Stockholders) and Citigroup Global Markets Inc. (the
Underwriter), relating to the sale by the Selling Stockholders of
12,500,000 shares (the Shares) of paired common stock, each
comprised of one share of common stock, par value $0.01 per
share, of Extended Stay America, Inc. and one share of Class B
common stock, par value $0.01 per share, of ESH Hospitality, Inc.
which are attached and trade together (each, a Paired Share). The
offering of the Shares closed on December 16, 2016. The Company
did not sell any Shares in the offering or receive any proceeds
from the offering.
The offering described in this Current Report on Form 8-K was
made to the Companys automatic shelf registration statement on
Form S-3 (File No. 333-204781), filed on June 5, 2015, as
supplemented by the prospectus supplement dated December12, 2016.
The Underwriting Agreement includes customary representations,
warranties and covenants by the Company and Selling Stockholders.
It also provides for customary indemnification of the Underwriter
by each of the Company and the Selling Stockholders for certain
liabilities, including liabilities under the Securities Act of
1933, as amended.
The foregoing description of the terms of the Underwriting
Agreement does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the Underwriting
Agreement, which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference. In connection with the filing
of the Underwriting Agreement, the Company is filing a tax
opinion of its counsel, Fried, Frank, Harris, Shriver Jacobson
LLP, as Exhibit 8.1 hereto, which is incorporated by reference in
its entirety to the Registration Statement.
In addition, the previously disclosed Company share repurchase
closed on December 16, 2016. The Company repurchased 625,000
Paired Shares from the Selling Stockholders for approximately
$10.3 million to that certain share repurchase agreement, dated
December 7, 2016, by and among the Company and the Selling
Stockholders. The share repurchase was funded from cash on hand.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
ExhibitDescription |
|
| 1.1 |
Underwriting Agreement, dated as of December 12, 2016, by and among Extended Stay America, Inc., ESH Hospitality, Inc., the selling stockholders named therein and Citigroup Global Markets Inc. |
|
| 8.1 | Tax Opinion of Fried, Frank, Harris, Shriver Jacobson LLP. | |
| 23.1 |
Consent of Fried, Frank, Harris, Shriver Jacobson LLP (included in Exhibit 8.1). |
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 up +0.45 at 56.20 with 189,479 shares trading hands.