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OFFON

EXTENDED STAY AMERICA, INC.

(STAY)
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EXTENDED STAY AMERICA, INC. : Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

06/16/2021 | 04:08pm EDT
Item 3.03. Material Modification to Rights of Security Holders.
Upon the Effective Time, each holder of a Paired Share issued and outstanding
immediately prior to the Effective Time, other than holders in respect of
certain Paired Shares that were not entitled to the Merger Consideration as set
forth in the Merger Agreement, ceased to have any rights as a stockholder of the
Company or Hospitality (other than the rights of the holders to receive the
Merger Consideration).
The information set forth above under Item 2.01 of this Current Report on
Form 8-K
is incorporated by reference into this Item 3.03.
Item 5.01. Change in Control of Registrant.
As a result of the completion of the Mergers, a change in control of the Paired
Entities occurred. The Paired Entities are, following the Effective Time,
controlled by a joint venture of affiliates of Blackstone Real Estate Partners
IX, L.P. and affiliates of Starwood Opportunity Fund XI Global, L.P. and
Starwood Distressed Opportunity Fund XII Global, L.P.
The information set forth above under Item 2.01 of this Current Report on
Form 8-K
is incorporated by reference into this Item 5.01.


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On June 16, 2021, in connection with the Mergers, all members of the board of
directors of the Paired Entities ceased to serve in such capacity at the
Effective Time. These departures were not a result of any disagreements with the
Paired Entities on any matter relating to their operations, policies or
practices.
Item 8.01 Other Events.
On June 15, 2021, the Board of Directors of the Company declared a special
dividend of $1.75 per share of Company Common Stock to holders of record of
Company Common Stock as of the close of business on June 15, 2021 (the "
Special Dividend
"). The Company paid the Special Dividend on June 16, 2021 prior to the
Effective Time.
In connection with the Mergers, Hospitality provided a notice of conditional
full redemption on May 11, 2021, as amended on June 7, 2021, to the holders
thereof in respect of all of its outstanding 4.625% Senior Notes due 2027 (the "
2027 Notes
"), and provided a notice of full redemption on June 16, 2021 to the holders
thereof of all of its outstanding 5.25% Senior Notes due 2025 (the "
2025 Notes
"). On June 16, 2021, (1) all 2027 Notes were redeemed at a redemption price
equal to 100% of the principal amount of the 2027 Notes redeemed plus a
make-whole premium and accrued interest up to, but not including, the 2027
Redemption Date in accordance with the indenture governing the 2027 Notes and
(2) Hospitality irrevocably deposited with the Trustee for the 2025 Notes an
amount that will be sufficient to pay and discharge the entire indebtedness on
the 2025 Notes not theretofore delivered to the Trustee for cancellation for
principal, premium and accrued interest to the date of redemption, which date
shall be July 16, 2021 in accordance with the indenture governing the 2025
Notes.
On June 16, 2021, the Paired Entities issued a press release announcing the
completion of the Mergers. The full text of the press release is attached hereto
as Exhibit 99.1.
Following the consummation of the Mergers, the Company merged with and into
Hospitality, with Hospitality continuing as the surviving corporation.
--------------------------------------------------------------------------------


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.                 Description

99.1            Press Release dated June 16, 2021.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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