Filing Details

John R. Dent, Esq.

General Counsel

November 18, 2016

(Date of Event which Requires Filing of this Statement)

“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 4 (this “Amendment”) to the Statement on Schedule 13D is filed by the Reporting Person as an amendment to the Schedule 13D filed on June 10, 2014 with the U.S. Securities and Exchange Commission (the “SEC”), as amended by Amendment No. 1 to the Schedule 13D filed on August 13, 2014 with the SEC, Amendment No. 2 to the Schedule 13D filed on November 19, 2015 and Amendment No. 3 to the Schedule 13D filed on October 7, 2016 (collectively, the “Schedule 13D”) with respect to the Class B Common Stock. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

The “Explanatory Note” is amended and restated in its entirety to read as follows:

“EXPLANATORY NOTE: Each of Extended Stay America, Inc. (the “Corporation”), the Blackstone Entities (collectively, “Blackstone”), Centerbridge Entities (collectively, “Centerbridge”), and Paulson Entities (collectively, “Paulson”), listed in Item 4 below (Blackstone, Centerbridge and Paulson, collectively, the “Sponsors”), is a party to a Stockholders’ Agreement, dated as of November 18, 2013 (the “Stockholders’ Agreement”) that is described in Item 4 below. Given the terms of the Stockholders’ Agreement, the Corporation and each of the Sponsors and certain of their respective affiliates may be deemed to be a member of a group that owns, as of the date hereof, 98,430,388 Paired Shares, or 50.2% of the outstanding Paired Shares, 250,493,583 Class A Shares, or 100% of the outstanding Class A Shares, which are convertible into 250,493,583 Class B Shares, or 56.1% of all Class B Shares (in each case, calculated in accordance with Rule 13d-3(d) of the Act) and 21,202 shares of voting preferred stock of the Corporation, or 100% of the outstanding voting preferred stock of the Corporation.”

Pursuant to an agreement (the “Share Repurchase Agreement”) among the Corporation, ESH Hospitality, Inc. (“ESH REIT”) and the Sponsors, the Corporation and ESH REIT purchased 1,275,000 Paired Shares directly from the Sponsors in a private, non-underwritten transaction at a price per Paired Share equal to the price paid by the underwriter in the offering described below. This purchase was conducted pursuant to and counts toward, the previously announced Corporation and ESH REIT Paired Share repurchase program.

 

The foregoing description of the Share Repurchase Agreement is qualified in its entirety by reference to the full text of the Share Repurchase Agreement, which is filed as Exhibit 6 hereto and is incorporated herein by reference.

Combined Paired Share Repurchase Program

In December 2015, the boards of directors of the Corporation and ESH REIT authorized a combined Paired Share repurchase program for up to $100 million of Paired Shares. In February 2016, the Boards of Directors of the Corporation and ESH REIT authorized an increase of the combined Paired Share repurchase program from $100 million to up to $200 million of Paired Shares. The program expires on December 31, 2016. Repurchases may be made at management’s discretion from time to time in the open market, in privately negotiated transactions or by other means (including through Rule 10b5-1 trading plans). Depending on market conditions and other factors, these repurchases may be commenced or suspended without prior notice. As of November 14, 2016, the Corporation and ESH REIT repurchased and retired approximately 8.7 million shares of Corporation common stock and approximately 8.7 million shares of ESH REIT Class B common stock, respectively, for approximately $78.7 million and $49.0 million, respectively.

 

The below schedule identifies repurchases of Paired Shares by the Corporation and ESH REIT for the past 60 days pursuant to the combined Paired Share repurchase program, unless otherwise noted.

Trade Date of Repurchase*	Amount of Paired Shares	Average Price Per Paired Share**
September 1, 2016	15,000	$14.3
September 2, 2016	15,000	$14.3
September 6, 2016	15,000	$14.3
September 7, 2016	15,000	$14.4
September 8, 2016	15,000	$14.4
September 9, 2016	16,500	$14.0
September 12, 2016	15,000	$13.9
September 13, 2016	16,500	$13.9
September 14, 2016	16,300	$13.9
September 15, 2016	11,631	$14.2
September 16, 2016	15,000	$14.3
September 19, 2016	15,000	$14.6
September 20, 2016	15,000	$14.7
September 21, 2016	15,000	$14.7
September 22, 2016	15,000	$14.8
September 30, 2016***	1,950,000	$14.2
October 28, 2016	95,318	$13.9
October 31, 2016	77,462	$14.2
November 1, 2016	100,100	$14.1
November 2, 2016	100,000	$14.0
November 3, 2016	111,041	$14.0
November 4, 2016	93,565	$14.0
November 7, 2016	85,133	$14.2
November 8, 2016	86,645	$14.2
November 9, 2016	50,000	$14.3
November 10, 2016	28,048	$14.8
November 14, 2016****	1,275,000	$14.76

On June 5, 2015, the Corporation and ESH REIT filed a joint automatic shelf registration statement contemplating the sale by each of the Sponsors of Paired Shares totaling, together with Paired Shares sold by the other Sponsors, in the aggregate 142,960,388 Paired Shares at $14.76 price per Paired Share. On November 16, 2016, the Corporation and ESH REIT filed a prospectus supplement contemplating the sale by each of the Sponsors of Paired Shares totaling, together with Paired Shares sold by the other Sponsors, in the aggregate 12,750,000 Paired Shares. On November 14, 2016, the Corporation, ESH REIT and the Sponsors entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriter named therein (the “Underwriter”). Pursuant to the Underwriting Agreement, the Sponsors sold in the aggregate 12,750,000 Paired Shares to the Underwriter. The offering closed on November 18, 2016.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated herein by reference.

The foregoing description of the Lock-Up Agreements is qualified in its entirety by reference to the full text of the Lock-Up Agreements, which is incorporated herein by reference.”

Item 6 is hereby amended and restated in its entirety to read as follows:

 

 

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 November 18, 2013) (previously filed).

 

*

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.

The name of each executive officer and director of Extended Stay America, Inc. is set forth below.

The business address of each person listed below is c/o Extended Stay America, Inc., 11525 N. Community House Road, Suite 100, Charlotte, North Carolina 28277.

Each person is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below.