ESH Hospitality, Inc.
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Common Stock, par value $0.01
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None
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November 18, 2016
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CUSIP No. None
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13D
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Extended Stay America, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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Class A Common Stock, $0.01 Par Value, of ESH Hospitality, Inc. (“Class A Common Stock”), convertible into 250,493,583 shares of Class B Common Stock, $0.01 Par Value, of ESH Hospitality, Inc. (“Class B Common Stock” and each share, a “Class B Share”)*
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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Class A Common Stock, convertible into 250,493,583 Class B Shares*
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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Class A Common Stock, convertible into 250,493,583 Class B Shares*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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56.1% on an as-converted basis*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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*
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The Class A Common Stock is convertible on a one-to-one basis for Class B Common Stock only to facilitate (i) a dividend by Extended Stay America, Inc. in respect of its common stock or (ii) a sale to a third party by Extended Stay America, Inc. of a share of the common stock of Extended Stay America, Inc. paired to a share of the Class B Common Stock of ESH Hospitality, Inc. (together, a “Paired Share”) in connection with the use of Paired Shares to acquire assets, property or services, in each case, of any type. Giving effect to the conversion of all Class A Common Stock, Extended Stay America, Inc. beneficially owns 56.1% of all shares of Class B Common Stock (calculated in accordance with Rule 13d-3(d) of the Act and based upon a total of 446,641,182 Class B Shares outstanding as of November 21, 2016).
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Trade Date of Repurchase*
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Amount of Paired Shares
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Average Price Per Paired Share**
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September 1, 2016
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15,000
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$14.3
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September 2, 2016
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15,000
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$14.3
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September 6, 2016
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15,000
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$14.3
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September 7, 2016
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15,000
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$14.4
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September 8, 2016
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15,000
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$14.4
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September 9, 2016
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16,500
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$14.0
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September 12, 2016
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15,000
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$13.9
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September 13, 2016
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16,500
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$13.9
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September 14, 2016
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16,300
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$13.9
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September 15, 2016
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11,631
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$14.2
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September 16, 2016
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15,000
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$14.3
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September 19, 2016
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15,000
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$14.6
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September 20, 2016
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15,000
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$14.7
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September 21, 2016
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15,000
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$14.7
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September 22, 2016
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15,000
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$14.8
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September 30, 2016***
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1,950,000
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$14.2
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October 28, 2016
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95,318
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$13.9
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October 31, 2016
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77,462
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$14.2
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November 1, 2016
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100,100
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$14.1
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November 2, 2016
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100,000
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$14.0
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November 3, 2016
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111,041
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$14.0
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November 4, 2016
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93,565
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$14.0
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November 7, 2016
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85,133
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$14.2
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November 8, 2016
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86,645
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$14.2
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November 9, 2016
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50,000
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$14.3
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November 10, 2016
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28,048
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$14.8
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November 14, 2016****
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1,275,000
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$14.76
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*
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All repurchase transactions were effectuated through a broker in connection with the combined Paired Share repurchase program described in Item 4, unless otherwise noted.
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**
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Rounded to the nearest tenth.
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***
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Represents Paired Shares repurchased pursuant to a share repurchase agreement, dated September 26, 2016 by and among the Corporation, ESH REIT and the entities listed on Schedule 1 thereto. A copy of the share repurchase agreement was filed with the SEC as Exhibit 10.1 to the Form 8-K on September 30, 2016 (File No. 001-36190).
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****
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Represents Paired Shares repurchased in the transactions described in Item 4.
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1.
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Stockholders Agreement, by and among Extended Stay America, Inc., ESH Hospitality, Inc. and the Sponsors (as defined therein), dated November 18, 2013 (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K (File No. 001-36190) filed November 18, 2013) (previously filed).
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2.
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Registration Rights Agreement, by and among Extended Stay America, Inc., ESH Hospitality, Inc. and the other parties listed therein, dated November 18, 2013 (filed as Exhibit 4.2 to the Issuer’s Current Report on Form 8-K (File No. 001-36190) filed November 18, 2013) (previously filed).
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3.
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Joinder to Registration Rights Agreement, by and among Extended Stay America, Inc., ESH Hospitality, Inc. and the other parties listed therein, dated September 29, 2015 (filed as Exhibit 4.1 to the Issuer’s Quarterly Report on Form 10-Q (File No. 001-36190) filed October 27, 2015) (previously filed).
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4.
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Underwriting Agreement, dated November 14, 2016, by and among the Issuer, the Reporting Person, the Blackstone Parties and the Centerbridge Parties (incorporated by reference to Exhibit 1.1 to the Issuer’s and Reporting Person’s Prospectus, SEC File No. 333-204781, filed with the SEC on November 18, 2016).
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5.
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Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s and Reporting Person’s Prospectus, SEC File No. 333-204781, filed with the SEC on November 18, 2016).
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6.
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Share Repurchase Agreement, dated November 13, 2016, by and among the Issuer, the Reporting Person and each of the entities identified on Schedule 1 thereto (filed as Exhibit 10.1 to the Issuer’s and Reporting Person’s Current Report on Form 8-K (File No. 001-36191) filed November 15, 2016) (previously filed).
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*
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All calculations of the Reporting Person’s percentage ownership in this Schedule 13D are based upon a total of 446,641,182 shares of Class B Common Stock outstanding, which is the sum of (a) 196,147,599 shares of Class B Common Stock outstanding as of November 21, 2016 plus (b) 250,493,583 shares of Class B Common Stock issuable upon the conversion by the Reporting Person.
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EXTENDED STAY AMERICA, INC.
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By:
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/s/ John R. Dent | |
Name: John R. Dent | |||
Title: General Counsel | |||
Name
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Principal Occupation or Employment (with the Reporting Person unless otherwise indicated)
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Gerardo I. Lopez
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Chief Executive Officer and Director
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Jonathan S. Halkyard
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Chief Financial Officer
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Thomas J. Bardenett
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Chief Operating Officer
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John R. Dent
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General Counsel and Corporate Secretary
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Kevin A. Henry
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Executive Vice President and Chief Human Resources Officer
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Howard J. Weissman
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Corporate Controller
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Douglas G. Geoga
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President and Chief Executive Officer of Salt Creek Hospitality, LLC
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Kapila K. Anand
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Lead Director for the Women Corporate Directors Education and Development Foundation
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Richard F. Wallman
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Former Chief Financial Officer and Senior Vice President, Honeywell International Inc.
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William J. Stein
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Senior Managing Director, Real Estate Group, The Blackstone Group L.P.
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Michael Barr
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Partner, Paulson & Co. Inc.
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William D. Rahm
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Senior Managing Director, Centerbridge
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