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 April26, 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, 750,000
Paired Shares, each Paired Share consisting of a share of common
stock of Extended Stay America, Inc. and a share of ClassB 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 April28, 2017, the Company issued a press release which
announced the pricing of the underwritten secondary offering (the
offering) of 30,000,000 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 $520.5 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 May 3, 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 April26, 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 April28, 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. The Company’s business operates in the extended stay sector of the lodging industry. As of December 31, 2016, the Company owned and operated 629 hotels comprising approximately 69,400 rooms located in 44 states across the United States and in Canada. The Company owns and operates its hotels under its brand, Extended Stay America, which serves the mid-price extended stay sector. As of December 31, 2016, the Company also owned and operated three Extended Stay Canada hotels. The Company 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. EXTENDED STAY AMERICA, INC. (NYSE:STAY) Recent Trading Information
EXTENDED STAY AMERICA, INC. (NYSE:STAY) closed its last trading session 00.00 at 17.85 with 3,446,591 shares trading hands.
