ESH Hospitality, Inc.
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Common Stock, par value $0.01
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None
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November 18, 2015
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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)
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 250,493,583 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")*
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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 250,493,583 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 250,493,583 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 455,087,495 Class B Shares outstanding as of October 28, 2015).
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1.
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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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2.
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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).
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3.
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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 October 27, 2015) (previously filed).
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5.
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Underwriting Agreement, dated November 12, 2015, by and among the Issuer, the Reporting Persons, the Blackstone Parties, the Paulson Parties and the Centerbridge Parties (incorporated by reference to Exhibit 1.1 to the Issuer's and Reporting Person's Prospectus, SEC File No. 333-204781, filed with the SEC on November 18, 2015).
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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 Prospectus, SEC File No. 333-204781, filed with the SEC on November 18, 2015).
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EXTENDED STAY AMERICA, INC.
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By:
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/s/ John R. Dent | |
Name: John R. Dent | |||
Title: General Counsel | |||
Name
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Principal Occupation or Employment (with the Reporting Person unless otherwise indicated)
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Gerardo I. Lopez
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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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Chief Financial Officer
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Thomas J. Bardenett
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Chief Operating Officer
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M. Thomas Buoy
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Executive Vice President, Pricing and Revenue Optimization
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John R. Dent
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General Counsel and Corporate Secretary
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Kevin A. Henry
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Executive Vice President and Chief Human Resources Officer
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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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William J. Stein
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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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