ESH Hospitality, Inc.
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Common Stock, par value $0.01
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None
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December 16, 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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56.2% 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 56.2% 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 446,016,177 Class B Shares outstanding as of December 16, 2016).
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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 December 12, 2016, by and among the Issuer, the Reporting Person, the Blackstone Parties, the Paulson 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 December 16, 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 December 16, 2016).
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6.
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Share Repurchase Agreement, dated December 7, 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. 001-36190) filed December 13, 2016) (previously filed).
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* |
All calculations of the Reporting Person’s percentage ownership in this Schedule 13D are based upon a total of 446,016,177 shares of Class B Common Stock outstanding, which is the sum of (a) 195,522,594 shares of Class B Common Stock outstanding as of December 16, 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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