EXTENDED STAY AMERICA, INC. (NYSE:STAY) Files An 8-K Other Events

0

EXTENDED STAY AMERICA, INC. (NYSE:STAY) Files An 8-K Other Events

Item8.01. Other Events.

On April27, 2017, 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. and
Barclays Capital Inc. (the Underwriters), relating to the sale by
the Selling Stockholders of 30,000,000 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 ClassB 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 May3, 2017.
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 June5, 2015, as
supplemented by the prospectus supplement dated April27, 2017.

The Underwriting Agreement includes customary representations,
warranties and covenants by the Company and Selling Stockholders.
It also provides for customary indemnification of the
Underwriters 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 May3, 2017. The Company repurchased 750,000 Paired
Shares from the Selling Stockholders for approximately
$12.9million to that certain share repurchase agreement, dated
April26, 2017, 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

Exhibit Description

1.1 Underwriting Agreement, dated as of April27, 2017, by and
among Extended Stay America, Inc., ESH Hospitality, Inc., the
selling stockholders named therein and Citigroup Global
Markets Inc. and Barclays Capital 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: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 down -0.25 at 17.93 with 3,998,997 shares trading hands.