UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM

~~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): ~~May~~ 31June 11, 2021

EXTENDED STAY AMERICA, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-36190	46-3140312
(State or Other Jurisdictionof Incorporation)	(CommissionFile No.)	(I.R.S. EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina 28277

(Address of Principal Executive Offices, Zip Code)

(980)

345-1600

(Registrant’s Telephone Number, Including Area Code)

ESH HOSPITALITY, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-36191	27-3559821
(State or Other Jurisdictionof Incorporation)	(CommissionFile No.)	(I.R.S. EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina 28277

(Address of Principal Executive Offices, Zip Code)

(980)

345-1600

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the

Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the 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-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule

12b-2

of the Securities Exchange Act of 1934 (17 CFR

(§ 240.12b-2).

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. ☐

Item 1 5.0107. –Submission ~~Entry~~of ~~into~~Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders.

~~Amendment~~On June 11, 2021, Extended Stay America, Inc. (the “Company”), and its paired share Real Estate Investment Trust, ESH Hospitality, Inc. (“Hospitality” and together with the Company, the “Paired Entities”), held their respective special meetings of shareholders (each a “Special Meeting” and together, the “Special Meetings”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 14, 2021, with Eagle Parent Holdings L.P., a Delaware limited partnership (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“MergerCo 1”), and Eagle Merger Sub 2 Corporation, a Delaware corporation and wholly owned subsidiary of MergerCo 1, as amended on May 31, 2021 and as may be further amended or supplemented from time to time.

OnAs ~~May 31,~~of ~~2021, Extended Stay America, Inc. (~~the ~~“Company”),~~close ~~and~~of ~~its~~business ~~paired~~on ~~share Real Estate Investment Trust~~April 19, ~~ESH Hospitality~~2021, ~~Inc.~~the ~~(“Hospitality”~~record ~~and~~date ~~together~~for ~~with~~ the Company,’s ~~the~~Special ~~“Paired Entities”)~~Meeting, ~~entered~~there ~~into~~were an177,724,224 ~~Amendment~~shares toof ~~that~~the ~~certain~~Company’s ~~Agreement~~common ~~and~~stock, ~~Plan~~par ofvalue ~~Merger,~~$0.01 ~~dated~~per ~~March 14,~~share ~~2021~~ (the “~~Merger~~Company ~~Agreement~~Common Stock”), byoutstanding, ~~and~~each ~~among~~of ~~the~~which ~~Paired~~was ~~Entities,~~entitled ~~Eagle~~to ~~Parent~~one ~~Holdings~~vote ~~L.P.,~~with arespect ~~Delaware~~to ~~limited~~each ~~partnership~~proposal ~~(“Parent”),~~at ~~Eagle~~the ~~Merger~~Company’s ~~Sub~~Special 1Meeting. At ~~Corporation,~~the aCompany’s ~~Delaware~~Special ~~corporation~~Meeting, ~~and~~a ~~wholly~~total ~~owned subsidiary~~ of ~~Parent (“MergerCo 1”)~~152,531,293 ~~and~~shares ~~Eagle~~of ~~Merger~~Company ~~Sub~~Common ~~2 Corporation~~Stock, arepresenting ~~Delaware~~approximately ~~corporation~~86% ~~and~~of ~~wholly~~the ~~owned~~outstanding ~~subsidiary~~shares of ~~MergerCo~~Company 1Common ~~(“MergerCo~~Stock ~~2”)~~entitled ~~(the~~to ~~“Amendment”). Parent~~vote, ~~MergerCo~~were 1present ~~and~~virtually ~~MergerCo 2 are directly~~ or ~~indirectly owned 50%~~ by ~~Blackstone Real Estate Partners IX~~proxy, ~~L.P.,~~constituting ~~which~~a isquorum anto ~~affiliate~~conduct ~~of The Blackstone Group Inc~~business., ~~and 50% by SAR Public Holdings, L.L.C. and its affiliate, Starwood Distressed Opportunity Fund XII Global, L.P.~~

~~The~~As ~~Amendment~~of ~~increases~~ the ~~consideration~~close toof bebusiness ~~paid~~on ~~with~~April 19, ~~respect~~2021, tothe ~~each~~record ~~issued~~date ~~and~~for ~~outstanding~~Hospitality’s ~~paired~~Special ~~share~~Meetings, ofthere ~~the~~were ~~Paired~~250,493,583 ~~Entities~~shares ~~(each a “Paired Share”) (consisting~~ of aHospitality ~~share~~class ofA common stock, par value $0.01 per share, ~~of the Company~~ (the “~~Company~~Hospitality Class A Common Stock”), ~~paired~~outstanding, ~~with~~and a177,730,773 ~~share~~shares of Hospitality class B common stock, par value $0.01 per share, of(together ~~Hospitality~~with (the “Hospitality Class BA Common Stock, the “Hospitality Common Stock”)), atoutstanding, ~~the~~each ~~effective~~of ~~time~~which ofwas ~~the~~entitled ~~mergers~~to one vote, voting together as one class, with respect to ~~$20~~each proposal at Hospitality’s Special Meeting.50 At ~~per~~Hospitality’s ~~Paired~~Special ~~Share~~Meeting, ina ~~cash~~total of 362,376,087 ~~subject~~shares toof ~~adjustment~~Hospitality ~~for~~Common ~~the~~Stock, ~~special~~representing ~~dividend~~approximately ~~described~~85% ~~below~~of (the ~~“Merger~~outstanding ~~Consideration”)~~shares of Hospitality Common Stock entitled to vote, ~~without~~were ~~interest~~present ~~thereon~~virtually or by proxy, constituting a quorum to conduct business.

~~The~~At ~~Merger~~the ~~Agreement~~Special asMeetings, ~~amended~~the byproposals ~~the~~described ~~Amendment~~below were considered, each of which is further described in the Paired Entities’ joint definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) and first mailed to the ~~transactions~~Paired ~~contemplated~~Entities’ ~~thereby~~shareholders on or about April 26, ~~were~~2021, ~~unanimously~~as ~~approved~~supplemented by ~~both~~ the ~~Company~~Paired Entities’s ~~board~~supplemental ofproxy ~~directors~~statement filed with the SEC and ~~Hospitality~~first mailed to the Paired Entities’s ~~board~~shareholders ofon ~~directors~~or about June 2, 2021, and as each may be amended or supplemented from time to time.

The ~~foregoing~~final ~~description~~voting ofresults ~~the~~for ~~terms~~each ofproposal ~~the~~at ~~Amendment~~each ~~is not complete and is qualified in its entirety by reference to the copy~~ of the ~~Amendment~~Special ~~filed~~Meetings asare ~~Exhibit~~set ~~2.1~~forth ~~hereto and incorporated herein by reference~~below.

~~Under the terms of the Merger Agreement, Parent has requested that the Company pay a special dividend of $~~1.75 ~~per~~Proposal ~~share of Company Common Stock. Accordingly, the board of directors of the Company intends~~ to ~~declare~~adopt ~~a special dividend of $1.75 in cash per share of Company Common Stock payable immediately before~~ the effective time of the proposed mergers to holders of record as of the close of business on the day before the date on which the effective time of the proposed mergers will occur (which we refer to as the “special dividend”). The Merger ~~Consideration will be reduced by the amount of such special dividend. If (but only if) the Merger~~ Agreement, asand ~~amended,~~approve ~~is approved by~~ the ~~stockholders~~mergers ~~of the Paired Entities~~ and the other ~~conditions~~transactions tocontemplated ~~the~~by ~~closing of~~ the ~~mergers~~Merger are satisfied or waived, the special dividend will be payable on June 16, 2021, to holders of record of Company Common Stock as of the close of business on June 15, 2021 and the effective time of the mergers will occur on June 16, 2021. Agreement:

~~Item 8.01~~Results –from ~~Other~~the ~~Events~~Company’s Special Meeting:

In order to ensure that the stockholders of the Paired Entities have sufficient time to consider the Merger Agreement, as amended, the boards of directors of the Paired Entities authorized the adjournment of the Special Meetings of the Stockholders scheduled for June 8, 2021. The Special Meeting of the Stockholders of the Company will be reconvened on June 11, 2021, at 8:30 a.m., Eastern Time, and the Special Meeting of the Stockholders of Hospitality will be reconvened on June 11, 2021, at 9:30 a.m., Eastern Time. The reconvened Special Meetings will be held exclusively online via a live audio webcast at www.virtualshareholdermeeting.com/STAY2021SM. The record date for the Special Meetings will remain April 19, 2021.


For	Against	Abstain	Broker Non-Votes
99,133,469	51,502,123	1,895,700	—

InResults ~~addition,~~from ~~on June 1, 2021, the Paired Entities issued a press release announcing (1) the execution of the Amendment, (2) the adjournment of the Special Meetings and (3) the Company~~Hospitality’s ~~board~~Special of director’s intention to pay a special dividend of $1.75 per share in respect of each share of Company Common Stock included in each Paired Share. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Meeting:

Additional Information and Where to Find It


For	Against	Abstain	Broker Non-Votes
306,388,890	53,973,156	2,014,041	—

~~This~~Proposal ~~document~~1 ~~may~~was beapproved ~~deemed~~by ~~to be solicitation material in respect of~~ the ~~proposed acquisition of the~~ Paired Entities’ ~~by a joint venture of Blackstone and Starwood. In connection with the proposed Mergers~~shareholders, ~~the~~as ~~Paired Entities filed with~~ the ~~Securities~~number ~~and~~of ~~Exchange~~votes ~~Commission~~in ~~(“SEC”)~~favor onof ~~April 26,~~Proposal ~~2021~~1 aat ~~definitive~~each ~~joint~~Special ~~proxy~~Meeting ~~statement~~constituted ~~and has or will furnish~~ the ~~definitive~~affirmative ~~joint~~vote ~~proxy~~of ~~statement~~holders ~~to the stockholders~~ of the Paired Entities. STOCKHOLDERS OF THE PAIRED ENTITIES ARE ADVISED TO READ THE DEFINITIVE JOINT PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors may obtain a ~~free~~majority ~~copy~~ of the ~~definitive~~votes ~~joint~~of ~~proxy statement and other relevant documents filed by~~ the Paired Entities ~~with the SEC at the SEC~~’s ~~Web~~outstanding ~~site~~shares atof ~~http://www.sec.gov.~~Company ~~The~~Common ~~definitive~~Stock ~~joint~~or ~~proxy~~Hospitality ~~statement~~Common ~~and~~Stock, ~~such~~as ~~other~~applicable, ~~documents~~entitled ~~filed~~to ~~with the SEC may also~~ be ~~obtained~~cast ~~for~~on ~~free from~~ the ~~Investor Relations section of the Paired Entities’ website (https://www~~matter.~~aboutstay.com/investor-relations)~~ ~~or by directing a request to the Paired Entities at ir@esa.com.~~

~~Item 9~~2.01 –Proposal ~~Financial~~to ~~Statements~~approve, on a non-binding and ~~Exhibits~~advisory basis, the compensation that may be paid or become payable to the Paired Entities’ named executive officers that is based on or otherwise relates to the mergers and the other transaction contemplated by the Merger Agreement:

~~(d) Exhibits.~~Results from the Company’s Special Meeting:

2.1	Amendment to Agreement and Plan of Merger, dated as of May 31, 2021, by and among Extended Stay America, Inc., ESH Hospitality, Inc., Eagle Parent Holdings L.P., Eagle Merger Sub 1 Corporation and Eagle Merger Sub 2 Corporation
For	Against	Abstain	Broker Non-Votes
99.1	Press Release issued June 1, 2021
67,362,621	83,179,756	1,988,895	—
104	Cover Page Interactive Data File embedded within the Inline XBRL document.

Results from Hospitality’s Special Meeting:


For	Against	Abstain	Broker Non-Votes
274,894,218	85,306,886	2,174,983	—

Proposal 2 was not approved on a

non-binding

and advisory basis by the Company’s shareholders, as the number of votes against Proposal 2 constituted the affirmative vote of a majority of the votes of the Company’s outstanding shares of Company Common Stock cast on the matter.

Proposal 2 was approved on a

non-binding

and advisory basis by the Hospitality’s shareholders, as the number of votes in favor Proposal 2 constituted the affirmative vote of a majority of the votes of Hospitality’s outstanding shares of Hospitality Common Stock cast on the matter.

Proposal to approve any adjournment of the Company’s Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Company’s Special Meeting to adopt the Merger Agreement and approve the mergers and the other transactions contemplated by the Merger Agreement:

Results from the Company’s Special Meeting:


For	Against	Abstain	Broker Non-Votes
92,247,796	58,325,205	1,958,292	—

Proposal 3 was approved by the Company’s shareholders, as the number of votes in favor of Proposal 3 constituted the affirmative vote of a majority of the votes of the Company’s outstanding shares of Company Common Stock cast on the matter.

Subject to the satisfaction or waiver of all the conditions to the consummation of the mergers as set forth in the Merger Agreement, the mergers are expected to be completed by June 16, 2021.

Item 8.01

Other Events.

On June 11, 2021, the Paired Entities issued a press release regarding the preliminary voting results of the Special Meetings, pursuant to which the shareholders of the Paired Entities adopted the Merger Agreement and approved the mergers and the other transaction contemplated by the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on

Form 8-K

and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit		Description of Document

99.1		Press Release of the Paired Entities, dated June 11, 2021

104		Cover Page Interactive Data File embedded within the Inline XBRL document.

SIGNATURES

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

	Extended Stay America, Inc.
Date: June 1, 2021	By:	/s/ Christopher Dekle
		Name: Christopher N. Dekle
		Title: General Counsel and Corporate Secretary
	ESH Hospitality, Inc.
Date: June 1, 2021	By:	/s/ Christopher Dekle
		Name: Christopher N. Dekle
		Title: General Counsel and Corporate Secretary


EXTENDED STAY AMERICA, INC.

By:		/s/ Christopher N. Dekle
		Name: Christopher N. Dekle
		Title: General Counsel and Corporate Secretary

Date: June 14, 2021


ESH HOSPITALITY, INC.

By:		/s/ Christopher N. Dekle
		Name: Christopher N. Dekle
		Title: General Counsel and Corporate Secretary

Date: June 14, 2021

Filing Compare · Extended Stay America, Inc.