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) – July 21, 2014 (July 17, 2014)

 

 

EXTENDED STAY AMERICA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36190   46-3140312

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina

  28277
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (980) 345-1600

 

 

ESH HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36191   27-3559821

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina

  28277
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (980) 345-1600

 

 

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-4c))

 

 

 


Item 5.02 Departure of Directors Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On July 17, 2014, Peter Crage, Chief Financial Officer of Extended Stay America, Inc. (the “Corporation”) and ESH Hospitality, Inc. (“ESH REIT” and, together with the Corporation, the “Company”), provided the Company with notice of his resignation, effective as of July 31, 2014. Mr. Crage will serve in an advisory capacity until the end of the year to assist in the transition. Mr. Crage has entered into a consulting agreement with a subsidiary of the Corporation pursuant to which Mr. Crage will provide consulting services to the Company through the end of 2014. A copy of the consulting agreement is attached hereto as Exhibit 10.1. A copy of a press release announcing Mr. Crage’s resignation is attached hereto as Exhibit 99.1.

On July 21, 2014, the board of directors of the Corporation ratified the appointment of Jonathan Halkyard, the Chief Operating Officer of the Corporation, as the Interim Chief Financial Officer of the Corporation and the board of directors of ESH REIT ratified the appointment of Mr. Halkyard as Interim Chief Financial Officer of ESH REIT, each effective as of August 1, 2014 until a permanent replacement for Mr. Crage has been appointed by the Company. During the interim period, Mr. Halkyard will continue to serve as Chief Operating Officer of the Corporation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number

  

Exhibit Description

10.1    Consulting Agreement, dated as of July 21, 2014, between ESA Management LLC and Peter Crage.
99.1    Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated July 21, 2014.


SIGNATURE

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

 

  EXTENDED STAY AMERICA, INC.

Date: July 21, 2014

  By:  

/s/ Ross W. McCanless

    Name: Ross W. McCanless
    Title: Chief Legal Officer and General Counsel
  ESH HOSPITALITY, INC.

Date: July 21, 2014

  By:  

/s/ Ross W. McCanless

    Name: Ross W. McCanless
    Title: Chief Legal Officer


EXHIBIT INDEX

 

Exhibit Number

  

Exhibit Description

10.1    Consulting Agreement, dated as of July 21, 2014, between ESA Management LLC and Peter Crage.
99.1    Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated July 21, 2014.