Page 4 of 6 – SEC Filing
(b) Number of shares of Common Stock as to which Paulson has:
(i) Sole power to vote or direct the vote: 9,836,590 (see Note 1).
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 9,836,590 (see Note 1).
(iv) Shared power to dispose or direct the disposition: 0
(c) As described in further detail in Item 4 above, in connection with the Secondary Offering the Reporting Person sold 10,000,000 Paired Shares pursuant to the Underwriting Agreement at an aggregate price per Paired Share of $17.23. Concurrent with the closing of the Secondary Offering, Extended Stay America, Inc. and ESH Hospitality, Inc. repurchased 250,000 Paired Shares from the Reporting Person at a price of $17.23 per Paired Share. Except as otherwise disclosed herein, Paulson has not, and to the best knowledge of Paulson, without independent verification, no person named in Item 2 hereof has, effected any transaction with respect to the Issuer’s Paired Shares since the filing of Amendment No 6 to the Schedule 13D.
(d) See Note 1.
(e) Not applicable.
Note 1: Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule.
For reporting purposes, the aggregate amount of Common Shares deemed to be beneficially owned by the Reporting Person is calculated based on an aggregate of 193,330,121 Paired Shares outstanding (which accounts for 750,000 Paired Shares acquired in the aggregate by Extended Stay America, Inc. and ESH Hospitality, Inc. through the Share Repurchase), which is the total number of Paired Shares outstanding as of May 4, 2017 as reported to Extended Stay America, Inc. and ESH Hospitality, Inc. by their stock registrar.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
Reference is made to the Underwriting Agreement and the Lock-Up Agreement defined and described in Item 4 above, which are attached as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
| 99.1 | Underwriting Agreement, dated as of April 27, 2017, by and among Extended Stay America, Inc., ESH Hospitality, Inc., the selling stockholders named therein, Citigroup Global Markets Inc. and Barclays Capital Inc. (incorporated herein by reference to Exhibit 1.1 of Extended Stay America, Inc.’s Current Report on Form 8-K filed on May 3, 2017) (File No. 001-36190). |
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