Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 7)*

Under the Securities Exchange Act of 1934

Extended Stay America, Inc. / ESH Hospitality, Inc.

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(Name of Issuer)

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(Title of Class of Securities)

30224P 200**

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(CUSIP Number)

Ms. Susanne V. Clark

375 Park Avenue

New York, NY 10152

(212) 672-5000

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 3, 2017

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(Date of Event which Requires Filing of this Statement)

(Continued on the following pages)

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CUSIP No. 30224P 200

13D

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Jeffrey H. Aronson
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
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			8,381,592
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			8,381,592
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,381,592
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)
	4.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

 

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”), the Centerbridge Entities (collectively, “Centerbridge”), and the 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 and after giving effect to the distributions in kind described in Item 4 hereof, 27,955,780 Paired Shares, or 14.5% 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 56.4% 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.”

Item 4. Purpose of Transaction.

The subheading and first two paragraphs under subheading “Proposed Secondary Offering” of Item 4 is hereby amended and restated in its entirety to read as follows:

 “References to and descriptions of the Stockholders’ Agreement and Registration Rights Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Stockholders’ Agreement and Registration Rights Agreement, which have been previously filed as Exhibits 1 and 2 hereto, respectively, and incorporated by reference herein.

Share Repurchase

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 750,000 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 underwriters in the offering described below. This purchase was conducted pursuant to and counts toward, the previously announced the 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.

Secondary Offering

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. On May 1, 2017, 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 30,000,000 Paired Shares. On April 27, 2017, the Corporation, ESH REIT and the Sponsors entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Sponsors sold in the aggregate 30,000,000 Paired Shares to the Underwriters at a price of $17.23 per Paired Share. The offering closed on May 3, 2017.

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.

 

Distributions in Kind

On or about May 5, 2017, certain of the Reporting Persons will make the following series of distributions in kind.

First, Centerbridge Capital Partners AIV VI-A, L.P. (“VI-A”), Centerbridge Capital Partners AIV VI-B, L.P. (“VI-B”) and Centerbridge Capital Partners Strategic AIV I, L.P. (“SAIV”) made distributions in kind of 145,277, 145,223 and 4,500 Paired Shares (the “DIK Shares”) respectively to their general partner, Centerbridge Associates, L.P. (“CALP”), in connection with pro rata distributions by VI-A, VI-B and SAIV to their respective partners.

Second, CALP distributed the DIK Shares to its sole economic partner, CCP GP Investors Holdings (Cayman), L.P. (“CCPGPH”).

Third, CCPGPH distributed the DIK Shares to certain of its members in connection with a pro rata distribution by CCPGPH to its members.

Upon receipt of the DIK Shares by the members of CCPGPH, including Mr. Aronson and Mr. Gallogly, the members donated the DIK Shares to various charities.

Lock-Up Agreements

In connection with the secondary offering referenced herein, the Corporation and ESH REIT, their respective executive officers and directors and the Sponsors have agreed with the Underwriters, subject to specified exceptions, not to sell, dispose of or hedge any of the Paired Shares or securities convertible into or exchangeable for Paired Shares, for a period of 30 days after April 27, 2017, except with the prior written consent of Citigroup Global Markets Inc. and Barclays Capital Inc. (the “Lock-Up Agreements”).

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 5. Interest in Securities of the Issuer.

Item 5(a) - (e) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

“(a)-(b) The following disclosure assumes that there are a total of 193,330,121 Paired Shares outstanding, which is the number of Paired Shares outstanding as of May 4, 2017 as reported to the Corporation and ESH REIT by their stock registrar.

Pursuant to Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to beneficially own Paired Shares as follows:

Centerbridge Credit Partners, L.P. (“CCP”) has the power to dispose of and the power to vote the Paired Shares beneficially owned by it, which powers may also be exercised by Centerbridge Credit Partners General Partner, L.P. (“CCPGP”), its general partner, and Centerbridge Credit Cayman GP Ltd. (“CCCGP”), the general partner of CCPGP. Neither CCPGP nor CCCGP directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Paired Shares beneficially owned by CCP. However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCCGP or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of CCPGP and CCCGP expressly disclaims beneficial ownership of the Paired Shares owned by CCP.

Centerbridge Credit Partners TE Intermediate I, L.P. (“CCPTEI”) has the power to dispose of and the power to vote the Paired Shares beneficially owned by it, which powers may also be exercised by CCPGP, its general partner, and CCCGP, the general partner of CCPGP. Neither CCPGP nor CCCGP directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Paired Shares beneficially owned by CCPTEI. However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCCGP or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of CCPGP and CCCGP expressly disclaims beneficial ownership of the Paired Shares owned by CCPTEI.

Each of CCP and CCPTEI has the power to dispose of and the power to vote the Paired Shares beneficially owned by it, which powers may also be exercised by CCPGP, its general partner, and CCCGP, the general partner of CCPGP. Neither CCPGP nor CCCGP directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Paired Shares beneficially owned by CCP and CCPTEI. However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCCGP or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of CCPGP and CCCGP expressly disclaims beneficial ownership of Paired Shares owned by CCP and CCPTEI.

Centerbridge Credit Partners Offshore Intermediate III, L.P. (“CCPOIII”) has the power to dispose of and the power to vote the Paired Shares beneficially owned by it, which powers may also be exercised by Centerbridge Credit Partners Offshore General Partner, L.P. (“CCPOGP”), its general partner, and CCCGP, the general partner of CCPOGP. Neither CCCGP nor CCPOGP directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Paired Shares beneficially owned by CCPOIII. However, none of the foregoing should be construed in and of itself as an admission by CCCGP or CCPOGP or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of CCCGP and CCPOGP expressly disclaims beneficial ownership of Paired Shares owned by CCPOIII.

Each of CCP and CCPTEI has the power to dispose of and the power to vote the Paired Shares beneficially owned by it, which powers may also be exercised by CCPGP, their general partner, and CCCGP, the general partner of CCPGP. CCPOIII had the power to dispose of and the power to vote the Paired Shares beneficially owned by it, which powers may also be exercised by CCPOGP, their general partner, and CCCGP, the general partner of CCPOGP. None of CCPGP, CCPOGP or CCCGP directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, CCPGP and CCCGP may be deemed to beneficially own the Paired Shares beneficially owned by CCP and CCPTEI and CCPOGP and CCCGP may be deemed to beneficially own the Paired Shares beneficially owned by CCPOIII. However, none of the foregoing should be construed in and of itself as an admission by CCPGP, CCPOGP or CCCGP or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of CCPGP, CCPOGP and CCCGP expressly disclaims beneficial ownership of Paired Shares owned by CCP, CCPTEI and CCPOIII.

VI-A has the power to dispose of and the power to vote the Paired Shares beneficially owned by it, which powers may also be exercised CALP, its general partner, and CCGP, the general partner of CALP. Neither CALP nor CCGP directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Paired Shares beneficially owned by VI-A. However, none of the foregoing should be construed in and of itself as an admission by CALP or CCGP or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of CALP and CCGP expressly disclaims beneficial ownership of Paired Shares owned by VI-A.

VI-B has the power to dispose of and the power to vote the Paired Shares beneficially owned by it, which powers may also be exercised by CALP, its general partner, and CCGP, the general partner of CALP. Neither CALP nor CCGP directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Paired Shares beneficially owned by VI-B. However, none of the foregoing should be construed in and of itself as an admission by CALP or CCGP or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of CALP and CCGP expressly disclaims beneficial ownership of Paired Shares owned by VI-B.

SAIV has the power to dispose of and the power to vote the Paired Shares beneficially owned by it, which powers may also be exercised by CALP, its general partner, and CCGP, the general partner of CALP. Neither CALP nor CCGP directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Paired Shares beneficially owned by SAIV. However, none of the foregoing should be construed in and of itself as an admission by CALP or CCGP or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of CALP and CCGP expressly disclaims beneficial ownership of Paired Shares owned by SAIV.

Centerbridge Capital Partners SBS, L.P. (“SBS”) has the power to dispose of and the power to vote the Paired Shares of Common Stock beneficially owned by it, which powers may also be exercised by CCP SBS GP, LLC (“CCPSBS”), its general partner. CCPSBS does not directly own any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, CCPSBS may be deemed to beneficially own the Paired Shares beneficially owned by SBS. However, none of the foregoing should be construed in and of itself as an admission by CCPSBS or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, CCPSBS expressly disclaims beneficial ownership of Paired Shares owned by SBS.

CALP, as general partner of VI-A, VI-B and SAIV , and CCGP, as general partner of CALP, share the power to dispose of and the power to vote the Paired Shares beneficially owned by VI-A, VI-B and SAIV. Neither CALP nor CCGP directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Paired Shares beneficially owned by VI-A, VI-B and SAIV. However, none of the foregoing should be construed in and of itself as an admission by CALP or CCGP or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of CALP and CCGP expressly disclaims beneficial ownership of Paired Shares owned by any of VI-A, VI-B and SAIV.

Messrs. Gallogly and Aronson, as managing members of CCPSBS and directors of CCCGP and CCGP share the power to vote the  Paired Shares beneficially owned by CCP, CCPTEI, CCPOIII, VI-A, VI-B, SAIV and SBS. Neither Mr. Gallogly nor Mr. Aronson directly owns any of the Paired Shares. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Paired Shares beneficially owned by CCP, CCPTEI, CCPOIII, VI-A, VI-B, SAIV and SBS. However, none of the foregoing should be construed in and of itself as an admission by Messrs. Gallogly or Aronson or by any Reporting Person as to beneficial ownership of Paired Shares owned by another Reporting Person. In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of Paired Shares owned by any of CCP, CCPTEI, CCPOIII, VI-A, VI-B, SAIV and SBS.

(c) The Reporting Persons sold the following Paired Shares (i) pursuant to the Underwriting Agreement at the $17.23 price per Paid Share and (ii) pursuant to the Share Repurchase Agreement at the $17.23 price per Paired Share:

 

Reporting Person		Number of Underwritten Paired Shares Sold				Paired Shares Repurchased
Centerbridge Capital Partners Strategic AIV I L.P.			161,733				4,043
Centerbridge Capital Partners AIV VI-A L.P.			2,339,214				58,481
Centerbridge Capital Partners AIV VI-B L.P.			2,338,343				58,459
Centerbridge Credit Partners L.P.			1,937,708				48,443
Centerbridge Credit Partners Offshore Intermediate III L.P.			831,780				20,794
Centerbridge Capital Partners SBS L.P.			16,807				420
Centerbridge Credit Partners TE Intermediate I L.P.			2,374,415				59,360

In addition, Mr. Aronson and Mr. Gallogly made charitable donations of 145,278 Paired Shares and 145,222 Paired Shares respectively. See Item 4 for further detail.

Except as set forth in Item 3, Item 4 and this Item 5, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, has effected any transaction in the Issuer’s Paired Shares during the past 60 days or since the most recent filing on Schedule 13D, whichever is less.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

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

“As of the date of this Amendment, other than the Stockholders’ Agreement, the Registration Rights Agreement, the Share Repurchase Agreement, the Underwriting Agreement and the Lock-Up Agreements, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

The information in Item 4 of the Schedule 13D related to the Stockholders’ Agreement, the Registration Rights Agreement, the Underwriting Agreement and the Lock-Up Agreements is incorporated herein by reference.”

Item 7. Material to Be Filed As Exhibits.

 

 

 

	CENTERBRIDGE CREDIT CAYMAN GP LTD.
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

	CENTERBRIDGE CREDIT PARTNERS OFFSHORE INTERMEDIATE III, L.P.
	By:	CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P., its general partner
	By:	CENTERBRIDGE CREDIT CAYMAN GP LTD., its general partner
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

 

 

	JEFFREY H. ARONSON
	/s/ Jeffrey H. Aronson
	Jeffrey H. Aronson