Extended Stay America (STAY) Prices 13M Common Paired Shares Secondary Offering at $14.25/Share

September 30, 2016 6:15 AM EDT

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Extended Stay America, Inc. and ESH Hospitality, Inc. (NYSE: STAY) 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.



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