EXTENDED STAY AMERICA, INC. (NYSE:STAY) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March1, 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) 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 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 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 March 6, 2017, the Company issued a press release which
announced the pricing of the underwritten secondary offering (the
offering) of 25,000,000 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 $421 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 March 10, 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 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
|
Exhibit Number |
Exhibit Description |
|
| 10.1 |
Share Repurchase Agreement, dated March 1, 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 March 6, 2017, announcing the Pricing of Secondary Offering and Repurchase of Paired Shares. |
About EXTENDED STAY AMERICA, INC. (NYSE:STAY)
Extended Stay America, Inc. (Extended Stay) is an integrated owner/operator of company-branded hotels in North America. The Company operates in hotel operations segment. Its business operates in the extended stay lodging industry. It owns and operates approximately 630 hotels comprising over 69,400 rooms located in approximately 40 states across the United States and in Canada. It owns and operates its hotels under its core brand, Extended Stay America, which serves the mid-price extended stay segment. In addition, it owns and operates over three Extended Stay Canada hotels. It operates its hotels owned by ESH Hospitality, Inc. (ESH REIT). The hotels are operated by the Operating Lessees, subsidiaries of the Company and are managed by ESA Management LLC (ESA Management), a subsidiary of the Company. ESH Strategies, a subsidiary of the Company, owns the brands related to its business. The Company’s extended stay hotels are designed to provide lodging or apartment accommodations. EXTENDED STAY AMERICA, INC. (NYSE:STAY) Recent Trading Information
EXTENDED STAY AMERICA, INC. (NYSE:STAY) closed its last trading session down -0.01 at 17.27 with 844,959 shares trading hands.
