8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2021

EXTENDED STAY AMERICA, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-36190	46-3140312
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina 28277

(Address of Principal Executive Offices, Zip Code)

(980) 345-1600

(Registrant’s Telephone Number, Including Area Code)

ESH HOSPITALITY, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-36191	27-3559821
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina 28277

(Address of Principal Executive Offices, Zip Code)

(980) 345-1600

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 11, 2021, Extended Stay America, Inc. (the “Company”), and its paired share Real Estate Investment Trust, ESH Hospitality, Inc. (“Hospitality” and together with the Company, the “Paired Entities”), held their respective special meetings of shareholders (each a “Special Meeting” and together, the “Special Meetings”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 14, 2021, with Eagle Parent Holdings L.P., a Delaware limited partnership (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“MergerCo 1”), and Eagle Merger Sub 2 Corporation, a Delaware corporation and wholly owned subsidiary of MergerCo 1, as amended on May 31, 2021 and as may be further amended or supplemented from time to time.

As of the close of business on April 19, 2021, the record date for the Company’s Special Meeting, there were 177,724,224 shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), outstanding, each of which was entitled to one vote with respect to each proposal at the Company’s Special Meeting. At the Company’s Special Meeting, a total of 152,531,293 shares of Company Common Stock, representing approximately 86% of the outstanding shares of Company Common Stock entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

As of the close of business on April 19, 2021, the record date for Hospitality’s Special Meetings, there were 250,493,583 shares of Hospitality class A common stock, par value $0.01 per share (the “Hospitality Class A Common Stock”), outstanding, and 177,730,773 shares of Hospitality class B common stock, par value $0.01 per share (together with the Hospitality Class A Common Stock, the “Hospitality Common Stock”), outstanding, each of which was entitled to one vote, voting together as one class, with respect to each proposal at Hospitality’s Special Meeting. At Hospitality’s Special Meeting, a total of 362,376,087 shares of Hospitality Common Stock, representing approximately 85% of the outstanding shares of Hospitality Common Stock entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

At the Special Meetings, the proposals described below were considered, each of which is further described in the Paired Entities’ joint definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) and first mailed to the Paired Entities’ shareholders on or about April 26, 2021, as supplemented by the Paired Entities’ supplemental proxy statement filed with the SEC and first mailed to the Paired Entities’ shareholders on or about June 2, 2021, and as each may be amended or supplemented from time to time.

The final voting results for each proposal at each of the Special Meetings are set forth below.

1. Proposal to adopt the Merger Agreement and approve the mergers and the other transactions contemplated by the Merger Agreement:

Results from the Company’s Special Meeting:

For	Against	Abstain	Broker Non-Votes
99,133,469	51,502,123	1,895,700	—

Results from Hospitality’s Special Meeting:

For	Against	Abstain	Broker Non-Votes
306,388,890	53,973,156	2,014,041	—

Proposal 1 was approved by the Paired Entities’ shareholders, as the number of votes in favor of Proposal 1 at each Special Meeting constituted the affirmative vote of holders of a majority of the votes of the Paired Entities’ outstanding shares of Company Common Stock or Hospitality Common Stock, as applicable, entitled to be cast on the matter.

2. Proposal to approve, on a non-binding and advisory basis, the compensation that may be paid or become payable to the Paired Entities’ named executive officers that is based on or otherwise relates to the mergers and the other transaction contemplated by the Merger Agreement:

Results from the Company’s Special Meeting:

For	Against	Abstain	Broker Non-Votes
67,362,621	83,179,756	1,988,895	—

Results from Hospitality’s Special Meeting:

For	Against	Abstain	Broker Non-Votes
274,894,218	85,306,886	2,174,983	—

Proposal 2 was not approved on a non-binding and advisory basis by the Company’s shareholders, as the number of votes against Proposal 2 constituted the affirmative vote of a majority of the votes of the Company’s outstanding shares of Company Common Stock cast on the matter.

Proposal 2 was approved on a non-binding and advisory basis by the Hospitality’s shareholders, as the number of votes in favor Proposal 2 constituted the affirmative vote of a majority of the votes of Hospitality’s outstanding shares of Hospitality Common Stock cast on the matter.

3. Proposal to approve any adjournment of the Company’s Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Company’s Special Meeting to adopt the Merger Agreement and approve the mergers and the other transactions contemplated by the Merger Agreement:

Results from the Company’s Special Meeting:

For	Against	Abstain	Broker Non-Votes
92,247,796	58,325,205	1,958,292	—

Proposal 3 was approved by the Company’s shareholders, as the number of votes in favor of Proposal 3 constituted the affirmative vote of a majority of the votes of the Company’s outstanding shares of Company Common Stock cast on the matter.

Subject to the satisfaction or waiver of all the conditions to the consummation of the mergers as set forth in the Merger Agreement, the mergers are expected to be completed by June 16, 2021.

Item 8.01 Other Events.

On June 11, 2021, the Paired Entities issued a press release regarding the preliminary voting results of the Special Meetings, pursuant to which the shareholders of the Paired Entities adopted the Merger Agreement and approved the mergers and the other transaction contemplated by the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description of Document
99.1	Press Release of the Paired Entities, dated June 11, 2021
104	Cover Page Interactive Data File embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXTENDED STAY AMERICA, INC.
By:	/s/ Christopher N. Dekle
	Name: Christopher N. Dekle
	Title: General Counsel and Corporate Secretary

Date: June 14, 2021

ESH HOSPITALITY, INC.
By:	/s/ Christopher N. Dekle
	Name: Christopher N. Dekle
	Title: General Counsel and Corporate Secretary

Date: June 14, 2021

EX-99.1

Exhibit 99.1

Extended Stay America Shareholders Vote to Approve Transaction With Blackstone and Starwood Capital

CHARLOTTE, N.C., June 11, 2021 (GLOBE NEWSWIRE) — Extended Stay America, Inc. (“ESA”) and its paired-share REIT, ESH Hospitality, Inc. (“ESH” and, together with ESA, “Extended Stay” or the “Company”) (NASDAQ: STAY) today announced that preliminary results show holders of a majority of its shares have voted in favor of the previously announced amended merger agreement under which the company will be acquired by funds managed by Blackstone Real Estate Partners (“Blackstone”) and Starwood Capital for $20.50 per paired share in cash.

The results of the vote are preliminary and are subject to certification by the independent inspector of election. Extended Stay intends to disclose the final voting results on a Form 8-K to be filed with the Securities Exchange and Commission as soon as possible following such certification.

The closing is currently scheduled for June 16, 2021.

About the Company

Extended Stay America, Inc. (“ESA”) and its brand Extended Stay America^® is the leading brand in the mid-priced extended stay segment in the U.S. with 652 hotels. ESA’s subsidiary, ESH Hospitality, Inc., is the largest lodging REIT in North America by unit and room count, with 564 hotels and approximately 62,500 rooms in the U.S. ESA also franchises an additional 88 Extended Stay America^® hotels. Visit www.esa.com for more information.

Contacts:

Media:

jim.fingeroth@kekstcnc.com, ruth.pachman@kekstcnc.com, or ross.lovern@kekstcnc.com

Investors:

Rob Ballew

ir@esa.com

(980) 345-1546

Forward-Looking Statements

Certain statements contained in this document constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical facts included in this document may be forward-looking, including statements regarding, among other things, the Companies’ ability to meet their debt service obligations, future capital expenditures (including future acquisitions and hotel renovation programs), their distribution policies, their development, growth and franchise opportunities, anticipated benefits or use of proceeds from dispositions, their plans, objectives, goals, beliefs, business strategies, business conditions, results of operations, financial position and business outlook, business trends and future events, including the COVID-19 pandemic, its effects on the foregoing, government actions taken in response to the COVID-19 pandemic and actions that the Companies have taken or plan to take in response to the pandemic and such effects. When used in this document, the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “look forward to” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon the Companies’ current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond their control. There can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond the Companies’ control, that could cause their actual results to differ materially from the forward-looking statements contained in this communication. The potential risks and uncertainties include, among others, the possibility that Extended Stay America, Inc. may be unable to obtain required stockholder approvals or that other conditions to closing the proposed mergers may not be satisfied, such that the proposed mergers will not close or that the closing may be delayed; general economic conditions; the proposed mergers may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the Companies; the outcome of any legal proceedings related to the proposed mergers; and the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement. For more details on these and other potential risks and uncertainties, please refer to the definitive joint proxy statement and the documents that the Companies file with the SEC. All forward-looking statements speak only as of the date of this communication or, in the case of any document incorporated by reference, the date of that document. The Companies are under no duty to update any of the forward-looking statements after the date of this document to conform to actual results, except as required by applicable law.

XML

Cover	Jun. 11, 2021
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 11, 2021
Entity Registrant Name	EXTENDED STAY AMERICA, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36190
Entity Tax Identification Number	46-3140312
Entity Address, Address Line One	11525 N. Community House Road, Suite 100
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	980
Local Phone Number	345-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001581164
Amendment Flag	false
ESH Hospitality, Inc.
Document Information [Line Items]
Entity Registrant Name	ESH HOSPITALITY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36191
Entity Tax Identification Number	27-3559821
Entity Address, Address Line One	11525 N. Community House Road, Suite 100
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	980
Local Phone Number	345-1600
Entity Central Index Key	0001507563