Item 1.01 - Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On May 31, 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"), entered into an Amendment to
that certain Agreement and Plan of Merger, dated March 14, 2021 (the "Merger
Agreement"), by and among the Paired Entities, 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 ("MergerCo 2") (the "Amendment"). Parent, MergerCo 1
and MergerCo 2 are directly or indirectly owned 50% by Blackstone Real Estate
Partners IX, L.P., which is an affiliate of The Blackstone Group Inc., and 50%
by SAR Public Holdings, L.L.C. and its affiliate, Starwood Distressed
Opportunity Fund XII Global, L.P.
The Amendment increases the consideration to be paid with respect to each issued
and outstanding paired share of the Paired Entities (each a "Paired Share")
(consisting of a share of common stock, par value $0.01 per share, of the
Company (the "Company Common Stock") paired with a share of class B common
stock, par value $0.01 per share, of Hospitality (the "Hospitality Class B
Common Stock")) at the effective time of the mergers to $20.50 per Paired Share
in cash, subject to adjustment for the special dividend described below (the
"Merger Consideration"), without interest thereon.
The Merger Agreement as amended by the Amendment, and the transactions
contemplated thereby, were unanimously approved by both the Company's board of
directors and Hospitality's board of directors.
The foregoing description of the terms of the Amendment is not complete and is
qualified in its entirety by reference to the copy of the Amendment filed as
Exhibit 2.1 hereto and incorporated herein by reference.
Under the terms of the Merger Agreement, Parent has requested that the Company
pay a special dividend of $1.75 per share of Company Common Stock. Accordingly,
the board of directors of the Company intends to declare 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, as amended, is approved by the stockholders of
the Paired Entities and the other conditions to the closing of the mergers 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.
Item 8.01 - Other Events
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.
In addition, 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's board 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.
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Additional Information and Where to Find It
This document may be deemed 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, the Paired Entities filed
with the Securities and Exchange Commission ("SEC") on April 26, 2021 a
definitive joint proxy statement and has or will furnish the definitive joint
proxy statement 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 copy of the definitive joint proxy
statement and other relevant documents filed by the Paired Entities with the SEC
at the SEC's Web site at http://www.sec.gov. The definitive joint proxy
statement and such other documents filed with the SEC may also be obtained for
free from the Investor Relations section of the Paired Entities' website
(https://www.aboutstay.com/investor-relations) or by directing a request to the
Paired Entities at ir@esa.com.
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Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.

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

99.1      Press Release issued June 1, 2021

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

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