Extended Stay America Announces Pricing of Secondary Offering and Repurchase of Paired Shares
September 29 2016 - 7:24PM
Business Wire
Extended Stay America, Inc. and ESH Hospitality, Inc.
(NYSE:STAY) (together, the “Company”) today announced the pricing
of the underwritten secondary offering (the “offering”) of
13,000,000 Paired Shares, each Paired Share consisting of a share
of common stock of Extended Stay America, Inc. and a share of Class
B common stock of ESH Hospitality, Inc., which are attached and
trade together as Paired Shares. The Paired Shares were offered by
certain selling stockholders affiliated with Centerbridge Partners,
L.P., Paulson & Co. Inc. and The Blackstone Group L.P. (the
“Selling Stockholders”) and were sold at a price to the public of
$14.25 per share. The offering is expected to close on October 4,
2016, subject to customary closing conditions.
The Company will not sell any Paired Shares in the offering and
will not receive any proceeds from the offering. In addition, none
of the Company’s officers or directors are selling any Paired
Shares beneficially owned by them in the offering.
Goldman, Sachs & Co is acting as the underwriter for
the offering.
The offering is being made only by means of a prospectus and
related prospectus supplement, copies of which may be obtained,
when available, from: Goldman, Sachs & Co., Attn: Prospectus
Department, 200 West Street, New York, NY 10282, telephone: (212)
902-1171, facsimile: 212-902-9316, e-mail:
prospectus-ny@ny.email.gs.com.
In addition, as previously announced, Extended Stay America,
Inc. and ESH Hospitality, Inc. have entered into a share repurchase
agreement with the Selling Stockholders pursuant to which they
intend to repurchase 1,950,000 Paired Shares directly from the
Selling Stockholders. The share repurchase will be effected in a
private, non-underwritten transaction at a price per share equal to
the price paid by the underwriter in the offering. Extended Stay
America, Inc. and ESH Hospitality, Inc. expect to fund the share
repurchase from cash on hand. The share repurchase is expected to
be consummated concurrently with the offering. Although the share
repurchase will be conditioned upon, among other things, the
closing of the offering, the closing of the offering will not be
conditioned upon the closing of the share repurchase. The share
repurchase has been approved by the audit committees of Extended
Stay America, Inc. and ESH Hospitality, Inc. and is pursuant to,
and will count toward, the Company’s existing combined Paired Share
repurchase program. Following the closing of the share repurchase,
the repurchased Paired Shares will be retired. The timing and
method of any future repurchases, which will depend on a variety of
factors, including market conditions and the Company's financial
condition, are subject to the discretion of management.
An automatic shelf registration statement relating to these
securities was filed on June 5, 2015 with the Securities and
Exchange Commission (the “SEC”) and became effective upon such
filing. This press release shall not constitute an offer to sell or
the solicitation of any offer to buy, nor shall there be any sale
of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Forward Looking
Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. Statements related to,
among other things, goals, plans, objectives and future events,
including the sale of Paired Shares by the Selling Stockholders and
the repurchase of Paired Shares by the Company, as such, may
involve known and unknown risks, uncertainties and other factors
that may cause the Company’s actual results or performance to
differ from those projected in the forward-looking statements,
possibly materially. For a description of factors that may cause
the Company’s actual results or performance to differ from any
forward-looking statements, please review the information under the
headings “Cautionary Note Regarding Forward-looking Statements” and
“Risk Factors” included in the Company’s combined annual report on
Form 10-K filed with the SEC on February 23, 2016 and other
documents of the Company on file with or furnished to the SEC. Any
forward-looking statements made in this press release are qualified
by these cautionary statements, and there can be no assurance that
the actual results or developments anticipated by the Company will
be realized or, even if substantially realized, will have the
expected consequences to, or effects on, the Company or its
business or operations. Except as required by law, the Company
undertakes no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise. We caution you that actual
outcomes and results may differ materially from what is expressed,
implied or forecasted by the Company’s forward-looking
statements.
About Extended Stay
America
Extended Stay America, Inc., the largest owner/operator of
company-branded hotels in North America, owns and operates 629
hotels in the U.S. and Canada comprising approximately 69,400 rooms
and employs over 8,500 employees at its hotel properties and
headquarters. The Company’s core brand, Extended Stay America®,
serves the mid-priced extended stay segment.
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version on businesswire.com: http://www.businesswire.com/news/home/20160929006441/en/
For Extended Stay America, Inc.Investors:Rob Ballew,
980-345-1546investorrelations@extendedstay.comorMedia:Terry
Atkins, 980-345-1648tatkins@extendedstay.com
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