ESH Hospitality, Inc.
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Common Stock, par value $0.01
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None
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August 12, 2014
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CUSIP No. None
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13D
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1
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NAMES OF REPORTING PERSONS
Extended Stay America, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see indstructions)
WC/OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
Class A Common Stock, $0.01 Par Value, of ESH Hospitality, Inc. (“Class A Common Stock”), convertible into 250,303,494 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”)*
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
0
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
Class A Common Stock, convertible into 250,303,494 Class B Shares*
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock, convertible into 250,303,494 Class B Shares*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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x
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55% on an as-converted basis*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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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 55% 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 455,003,477 Class B Shares outstanding as of August 7, 2014).
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•
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during the last 17 days of the applicable restricted period, the Issuer issues an earnings release or material news or a material event relating to the Issuer occurs; or
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•
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prior to the expiration of the applicable restricted period, the Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day or the 45-day period, as applicable,
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1.
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“Pre-IPO Transactions” section of the Issuer’s Final Prospectus filed November 13, 2013, pages 66-67 (previously filed).
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2.
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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 November 18, 2013) (previously filed).
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3.
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Registration Rights Agreement, 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).
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4.
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Subscription Agreement, by and between Extended Stay America, Inc. and ESH Hospitality, Inc., dated June 10, 2014 (previously filed).
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5.
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Underwriting Agreement, dated August 6, 2014, among the Issuer, the Reporting Persons, the Blackstone Parties and the Centerbridge Parties (incorporated by reference to Exhibit 1.1 to the Issuer’s and Reporting Person’s Amendment No. 1 to Form S-1, SEC File No. 333-196647, filed with the SEC on August 4, 2014).
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6.
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Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s and Reporting Person’s Amendment No. 1 to Form S-1, SEC File No. 333-196647, filed with the SEC on August 4, 2014).
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EXTENDED STAY AMERICA, INC.
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By:
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/s/ Ross W. McCanless | |
Name: Ross W. McCanless | |||
Title: Chief Legal Officer and General Counsel | |||
Name
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Principal Occupation or Employment (with the Reporting Person unless otherwise indicated)
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James L. Donald
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Chief Executive Officer and Director
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Thomas Seddon
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Chief Marketing Officer
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Jonathan S. Halkyard
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Interim Chief Financial Officer and Chief Operating Officer
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Victoria Plummer
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Executive Vice President, Pricing and Revenue Optimization
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M. Thomas Buoy
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Executive Vice President, Pricing and Revenue Optimization
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Ross W. McCanless
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Chief Legal Officer, General Counsel and Secretary
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Robert Joyce
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Executive Vice President and Human Resources
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Howard J. Weissman
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Corporate Controller
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Douglas G. Geoga
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President and Chief Executive Officer of Salt Creek Hospitality, LLC
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William Kussell
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Operating Partner, Advent International
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Richard F. Wallman
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Former Chief Financial Officer and Senior Vice President, Honeywell International Inc.
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A.J. Agarwal
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Senior Managing Director, Real Estate Group, The Blackstone Group L.P.
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Michael Barr
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Partner, Paulson & Co. Inc.
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William D. Rahm
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Senior Managing Director, Centerbridge
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