UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) – ~~February 28~~June 15, 2017

EXTENDED STAY AMERICA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36190		46-3140312
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)		(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification Number)
11525 N. Community House Road, Suite 100Charlotte, North Carolina		28277
(Address of principal executive offices)		(Zip code)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina

28277

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code (980) 345-1600

ESH HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36191	27-3559821
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
11525 N. Community House Road, Suite 100Charlotte, North Carolina		28277
(Address of principal executive offices)		(Zip code)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina

28277

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code (980) 345-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrants~~registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

~~Item~~Indicate by 2check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.02405 ~~Results~~of this chapter) or Rule 12b-2 of ~~Operations~~the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

On February 28, 2017, Extended Stay America, Inc. and ESH Hospitality, Inc. issued an earnings release announcing their results of operations for the three months and year ended December 31, 2016. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 2.02.

~~The information contained under~~ Item 21.~~02 of this Current Report on Form 8-K (including Exhibit 99~~01.1) isEntry ~~being~~into ~~furnished~~a ~~and~~Material ~~shall~~Definitive not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filingAgreement.

~~Item~~On June 15, 2017, Extended Stay America, Inc. (the “Company”) entered into a preferred share repurchase agreement (the “Share Repurchase Agreement”) with certain entities affiliated with Centerbridge Partners, L.P. and The Blackstone Group L.P. (the “Selling Stockholders”) pursuant to which the Company repurchased, directly from the Selling Stockholders, 14,069 shares of Series A Preferred Stock of the Company (the “Preferred Shares”) on June 15, 2017. The preferred share repurchase was effected in a private, non-underwritten transaction at a price per share equal to $1,000 plus all accrued and unpaid dividends thereon through and including the date of the repurchase. The Company funded the preferred share repurchase from cash on hand. The preferred share repurchase was approved by the Company’s audit committee. After this preferred share repurchase, the Company has 7,133 Preferred Shares outstanding and the Selling Stockholders no longer beneficially own any Preferred Shares.01 ~~Regulation~~The FDforegoing ~~Disclosure~~description of the Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

OnItem ~~February 28, 2017, Extended Stay America, Inc~~8. ~~and ESH Hospitality, Inc~~01. ~~held~~Other ~~a conference call announcing their results of operations for the three months and year ended December 31, 2016~~Events. ~~A copy of management’s presentation materials is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 7.01.~~

~~The~~On ~~information~~June ~~contained~~15, ~~under~~2017, ~~Item~~the Company ~~7.01~~issued ofa ~~this~~press ~~Current~~release ~~Report~~regarding onthe ~~Form~~repurchase ~~8-K~~of ~~(including~~Preferred ~~Exhibit 99~~Shares.2) isA ~~being~~copy ~~furnished and shall not be deemed to be “filed” for purposes~~ of ~~Section~~the 18press ofrelease ~~the~~is ~~Exchange~~attached ~~Act,~~as orExhibit ~~otherwise~~99.1 ~~subject~~ to ~~the~~this ~~liabilities~~Current ofReport ~~that~~on ~~section,~~Form ~~nor~~8-K ~~shall~~and itis ~~be deemed~~ incorporated byherein ~~reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such a filing~~.

Item 89.01. ~~Other~~Financial ~~Events~~Statements and Exhibits.

On(d) ~~February 28,~~Exhibits 2017, Extended Stay America, Inc. and ESH Hospitality, Inc. issued a press release announcing that the Board of Directors of ESH Hospitality, Inc. declared a cash distribution of $0.15 per share for the fourth quarter of 2016, payable to ESH Hospitality, Inc.’s Class A and Class B common shareholders. Also, the Board of Directors of Extended Stay America, Inc. declared a cash distribution of $0.04 per share for the fourth quarter of 2016, payable to Extended Stay America, Inc.’s common shareholders. These distributions will be payable on March 28, 2017 to shareholders of record as of March 14, 2017. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Exhibit Description

10.1		Share Repurchase Agreement, dated June 15, 2017, by and among Extended Stay America, Inc. and each of the entities identified on Schedule 1 thereto.

99.1		Press release of Extended Stay America, Inc. dated June 15, 2017.

~~(d)~~SIGNATURES ~~Exhibits~~

Exhibit Number		Exhibit Description
99.1		Earnings release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated February 28, 2017, announcing results for the three months and year ended December 31, 2016.
99.2		Management’s presentation materials, dated February 28, 2017.
99.3		Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated February 28, 2017, announcing distribution for the fourth quarter of 2016.

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE


	EXTENDED STAY AMERICA, INC.

Date: June 15, 2017	By:	/s/ John R. Dent
	Name:	John R. Dent
	Title:	General Counsel

	ESH HOSPITALITY, INC.

Date: June 15, 2017	By:	/s/ John R. Dent
	Name:	John R. Dent
	Title:	General Counsel

~~Pursuant~~EXHIBIT toINDEX ~~the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

		EXTENDED STAY AMERICA, INC.
ExhibitNumber	Exhibit Description
Date: February 28, 2017		By:	/s/ John R. Dent
10.1	Share Repurchase Agreement, dated June 15, 2017, by and among Extended Stay America, Inc. and each of the entities identified on Schedule 1 thereto.
			Name: John R. Dent
99.1	Press release of Extended Stay America, Inc. dated June 15, 2017.
			Title: General Counsel

EXHIBIT INDEX

Exhibit Number		Exhibit Description
99.1		Earnings release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated February 28, 2017, announcing results for the three months and year ended December 31, 2016.
99.2		Management’s presentation materials, dated February 28, 2017.
99.3		Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated February 28, 2017, announcing distribution for the fourth quarter of 2016.

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Filing Compare · ESH Hospitality, Inc.