EXTENDED STAY AMERICA, INC. (NYSE:STAY) Files An 8-K Other Events
Item8.01.
| Other Events. |
On May30, 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
Morgan Stanley Co. LLC (the Underwriters), relating to the sale
by the Selling Stockholders of 25,000,000 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 June5, 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 May30, 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 June5, 2017. The Company repurchased 583,530 Paired
Shares from the Selling Stockholders for approximately $10.2
million to that certain share repurchase agreement, dated May29,
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 May 30, 2017, by and among Extended Stay America, Inc., ESH Hospitality, Inc., the selling stockholders named therein and Citigroup Global Markets Inc. and Morgan Stanley Co. LLC. |
|
| 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). |