ESH Hospitality, Inc.
|
Common Stock, par value $0.01
|
None
|
|
March 10, 2017
|
CUSIP No. None
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Extended Stay America, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
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”)*
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
Class A Common Stock, convertible into 250,493,583 Class B Shares*
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
Class A Common Stock, convertible into 250,493,583 Class B Shares*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
56.3% on an as-converted basis*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*
|
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 56.3% 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 444,653,459 Class B Shares outstanding as of March 10, 2017).
Reflects certain of the Sponsors distributions in kind scheduled to occur on or about March 15, 2017.
|
Trade Date of Repurchase*
|
Amount of Paired Shares
|
Average Price Per Paired Share**
|
January 9, 2017
|
30,000
|
$15.9
|
January 10, 2017
|
30,000
|
$15.8
|
January 11, 2017
|
30,000
|
$15.8
|
January 12, 2017
|
30,000
|
$15.6
|
January 13, 2017
|
29,646
|
$15.7
|
January 17, 2017
|
26,266
|
$15.6
|
January 18, 2017
|
30,000
|
$15.7
|
January 19, 2017
|
30,000
|
$16.0
|
January 20, 2017
|
16,147
|
$16.0
|
January 23, 2017
|
21,248
|
$16.0
|
January 24, 2017
|
15,000
|
$16.2
|
January 25, 2017
|
15,000
|
$16.3
|
January 26, 2017
|
10,000
|
$16.5
|
January 27, 2017
|
10,000
|
$16.6
|
January 30, 2017
|
15,000
|
$16.3
|
January 31, 2017
|
15,000
|
$16.2
|
February 1, 2017
|
9,262
|
$16.5
|
February 2, 2017
|
10,000
|
$16.8
|
February 3, 2017
|
5,000
|
$17.1
|
February 6, 2017
|
4,899
|
$17.2
|
February 7, 2017
|
5,000
|
$17.3
|
February 8, 2017
|
5,000
|
$17.3
|
February 9, 2017
|
5,000
|
$17.3
|
February 10, 2017
|
5,000
|
$17.4
|
February 13, 2017
|
5,000
|
$17.4
|
February 14, 2017
|
5,000
|
$17.4
|
February 15, 2017
|
5,000
|
$17.6
|
February 16, 2017
|
5,000
|
$17.7
|
February 17, 2017
|
5,000
|
$17.4
|
February 21, 2017
|
5,000
|
$17.6
|
February 22, 2017
|
4,600
|
$17.4
|
February 23, 2017
|
5,000
|
$17.3
|
February 24, 2017
|
5,000
|
$17.3
|
February 27, 2017
|
5,000
|
$17.3
|
February 28, 2017
|
5,000
|
$17.3
|
March 6, 2017***
|
625,000
|
$16.7
|
1.
|
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 with the SEC on November 18, 2013) (previously filed).
|
2.
|
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 with the SEC on November 18, 2013) (previously filed).
|
3.
|
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 with the SEC on October 27, 2015) (previously filed).
|
4.
|
Underwriting Agreement, dated March 6, 2017, by and among the Issuer, the Reporting Person, the Blackstone Parties, the Paulson Parties, the Centerbridge Parties and the Underwriters (incorporated by reference to Exhibit 1.1 to the Issuer’s and Reporting Person’s Current Report on Form 8-K, SEC File No. 001-36190, filed with the SEC on March 10, 2017) (previously filed).
|
5.
|
Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s and Reporting Person’s Current Report on Form 8-K, SEC File No. 001-36190, filed with the SEC on March 10, 2017) (previously filed).
|
6.
|
Share Repurchase Agreement, dated March 1, 2017, 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 with the SEC on March 7, 2017) (previously filed).
|
*
|
All calculations of the Reporting Person’s percentage ownership in this Schedule 13D are based upon a total of 444,653,459 shares of Class B Common Stock outstanding, which is the sum of (a) 194,159,876 shares of Class B Common Stock outstanding as of March 10, 2017, plus (b) 250,493,583 shares of Class B Common Stock issuable upon the conversion by the Reporting Person.
|
EXTENDED STAY AMERICA, INC.
|
|||
|
By:
|
/s/ John R. Dent | |
Name: John R. Dent | |||
Title: General Counsel | |||
Name
|
Principal Occupation or Employment (with the Reporting Person unless otherwise indicated)
|
Gerardo I. Lopez
|
Chief Executive Officer and Director
|
Jonathan S. Halkyard
|
Chief Financial Officer
|
Thomas J. Bardenett
|
Chief Operating Officer
|
John R. Dent
|
General Counsel and Corporate Secretary
|
Kevin A. Henry
|
Executive Vice President and Chief Human Resources Officer
|
Howard J. Weissman
|
Corporate Controller
|
Douglas G. Geoga
|
President and Chief Executive Officer of Salt Creek Hospitality, LLC
|
Kapila K. Anand
|
Lead Director for the Women Corporate Directors Education and Development Foundation
|
Richard F. Wallman
|
Former Chief Financial Officer and Senior Vice President, Honeywell International Inc.
|
William J. Stein
|
Senior Managing Director, Real Estate Group, The Blackstone Group L.P.
|
Michael Barr
|
Partner, Paulson & Co. Inc.
|
William D. Rahm
|
Senior Managing Director, Centerbridge
|