Extended Stay America, Inc. / ESH Hospitality, Inc.
|
Common Stock, par value $0.01 per share of Extended Stay America, Inc. and
Class B Common Stock, par value $0.01 per share, of ESH Hospitality, Inc.,
which are attached and trade together as a Paired Share
|
30224P 200
|
|
November 18, 2015
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Credit Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
8,035,311
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
8,035,311
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,035,311
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Credit Partners TE Intermediate I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
9,846,250
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
9,846,250
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,846,250
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Credit Partners General Partner, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (see instructions)
OO
|
|
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
17,881,561
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
17,881,561
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,881,561
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Credit GP Investors, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (see instructions)
OO
|
|
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
17,881,561
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
17,881,561
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,881,561
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Credit Partners Offshore Intermediate III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (see instructions)
OO
|
|
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
3,449,235
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
3,449,235
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,449,235
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Credit Partners Offshore General Partner, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
3,449,235
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
3,449,235
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,449,235
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Credit Offshore GP Investors, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
3,449,235
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
3,449,235
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,449,235
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Capital Partners AIV VI-A, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
10,288,029
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
10,288,029
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,288,029
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Capital Partners AIV VI-B, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
10,284,194
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
10,284,194
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,284,194
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Capital Partners Strategic AIV I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
688,878
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
688,878
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
688,878
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.34%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Capital Partners SBS, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
69,694
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
69,694
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,694
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge Associates, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
21,330,795
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
21,330,795
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,330,795
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Centerbridge GP Investors, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
21,330,795
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
21,330,795
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,330,795
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Mark T. Gallogly
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
42,661,591
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
42,661,591
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,661,591
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 30224P 200
|
13D
|
1
|
NAMES OF REPORTING PERSONS
Jeffrey H. Aronson
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
42,661,591
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
42,661,591
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,661,591
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1.
|
Centerbridge Credit Partners, L.P.
|
||
a.
|
Amount beneficially owned: 8,035,311
|
||
b.
|
Percent of class: 3.9%.
|
||
c.
|
Voting and dispositive power:
|
||
i.
|
Sole power to vote or to direct the vote: -0-
|
||
ii.
|
Shared power to vote or direct the vote: 8,035,311
|
||
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
||
iv.
|
Shared power to dispose or direct the disposition of: 8,035,311
|
||
2.
|
Centerbridge Credit Partners TE Intermediate I, L.P.
|
||
a.
|
Amount beneficially owned: 9,846,250
|
||
b.
|
Percent of class: 4.8%
|
||
c.
|
Voting and dispositive power:
|
||
i.
|
Sole power to vote or to direct the vote: -0-
|
||
ii.
|
Shared power to vote or direct the vote: 9,846,250
|
||
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
||
iv.
|
Shared power to dispose or direct the disposition of: 9,846,250
|
||
3.
|
Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit GP Investors, L.L.C.
|
a.
|
Amount beneficially owned: 17,881,561
|
|
b.
|
Percent of class: 8.7%
|
|
c.
|
Voting and dispositive power:
|
|
i.
|
Sole power to vote or to direct the vote: -0-
|
|
ii.
|
Shared power to vote or direct the vote: 17,881,561
|
|
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
|
iv.
|
Shared power to dispose or direct the disposition of: 17,881,561
|
|
4.
|
Centerbridge Credit Partners Offshore Intermediate III, L.P., Centerbridge Credit Partners Offshore General Partner, L.P. and Centerbridge Credit Offshore GP Investors, L.L.C.
|
||
a.
|
Amount beneficially owned: 3,449,235
|
||
b.
|
Percent of class: 1.7%
|
||
c.
|
Voting and dispositive power:
|
||
i.
|
Sole power to vote or to direct the vote: -0-
|
||
ii.
|
Shared power to vote or direct the vote: 3,449,235
|
||
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
||
iv.
|
Shared power to dispose or direct the disposition of: 3,449,235
|
||
5.
|
Centerbridge Capital Partners AIV VI-A, L.P.
|
||
a.
|
Amount beneficially owned: 10,288,029
|
||
b.
|
Percent of class: 5.0%
|
||
c.
|
Voting and dispositive power:
|
||
i.
|
Sole power to vote or to direct the vote: -0-
|
||
ii.
|
Shared power to vote or direct the vote: 10,288,029
|
||
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
||
iv.
|
Shared power to dispose or direct the disposition of: 10,288,029
|
||
6.
|
Centerbridge Capital Partners AIV VI-B, L.P.
|
||
a.
|
Amount beneficially owned: 10,284,194
|
||
b.
|
Percent of class: 5.0%
|
||
c.
|
Voting and dispositive power:
|
||
i.
|
Sole power to vote or to direct the vote: -0-
|
||
ii.
|
Shared power to vote or direct the vote: 10,284,194
|
||
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
||
iv.
|
Shared power to dispose or direct the disposition of: 10,284,194
|
||
7.
|
Centerbridge Capital Partners Strategic AIV I, L.P.
|
||
a.
|
Amount beneficially owned: 688,878
|
||
b.
|
Percent of class: 0.34%
|
||
c.
|
Voting and dispositive power:
|
||
i.
|
Sole power to vote or to direct the vote: -0-
|
||
ii.
|
Shared power to vote or direct the vote: 688,878
|
||
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
||
iv.
|
Shared power to dispose or direct the disposition of: 688,878
|
||
8.
|
Centerbridge Capital Partners SBS, L.P.
|
||
a.
|
Amount beneficially owned: 69,694
|
||
b.
|
Percent of class:Less than 0.1%
|
||
c.
|
Voting and dispositive power:
|
||
i.
|
Sole power to vote or to direct the vote: -0-
|
||
ii.
|
Shared power to vote or direct the vote: 69,694
|
||
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
||
iv.
|
Shared power to dispose or direct the disposition of: 69,694
|
||
9.
|
Centerbridge Associates, L.P. and Centerbridge GP Investors, LLC
|
||
a.
|
Amount beneficially owned: 21,330,795
|
||
b.
|
Percent of class: 10.4%
|
||
c.
|
Voting and dispositive power:
|
||
i.
|
Sole power to vote or to direct the vote: -0-
|
||
ii.
|
Shared power to vote or direct the vote: 21,330,795
|
||
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
||
iv.
|
Shared power to dispose or direct the disposition of: 21,330,795
|
||
10.
|
Mark T. Gallogly and Jeffrey H. Aronson
|
||
a.
|
Amount beneficially owned: 42,661,591
|
||
b.
|
Percent of class: 20.9%
|
||
c.
|
Voting and dispositive power:
|
||
i.
|
Sole power to vote or to direct the vote: -0-
|
||
ii.
|
Shared power to vote or direct the vote: 42,661,591
|
||
iii.
|
Sole power to dispose or direct the disposition of: -0-
|
||
iv.
|
Shared power to dispose or direct the disposition of: 42,661,591
|
||
Reporting Person
|
Number of Paired Shares Sold
|
Centerbridge Capital Partners Strategic AIV I L.P.
|
80,738
|
Centerbridge Capital Partners AIV VI-A L.P.
|
1,205,772
|
Centerbridge Capital Partners AIV VI-B L.P.
|
1,205,322
|
Centerbridge Credit Partners L.P.
|
941,750
|
Centerbridge Credit Partners Offshore Intermediate III L.P.
|
404,255
|
Centerbridge Capital Partners SBS L.P.
|
8,168
|
Centerbridge Credit Partners TE Intermediate I L.P.
|
1,153,995
|
1.
|
Stockholders Agreement, by and among Extended Stay America, Inc., ESH Hospitality, Inc. and the Sponsors (as defined therein), dated November 18, 2013 (filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K (File No. 001-36190) filed November 18, 2013) (previously filed).
|
2.
|
Registration Rights Agreement, by and among Extended Stay America, Inc., ESH Hospitality, Inc. and the other parties listed therein, dated November 18, 2013 (filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K (File No. 001-36190) filed November 18, 2013) (previously filed).
|
3.
|
Joinder to Registration Rights Agreement, by and among Extended Stay America, Inc., ESH Hospitality, Inc. and the other parties listed therein, dated September 29, 2015 (filed as Exhibit 4.1 to the Issuer's Quarterly Report on Form 10-Q (File No. 001-36190) filed October 27, 2015) (previously filed).
|
5.
|
Underwriting Agreement, dated November 12, 2015, by and among the Issuer, the Reporting Persons, the Blackstone Parties and the Centerbridge Parties (incorporated by reference to Exhibit 1.1 to the Issuer's and Reporting Person's Prospectus, SEC File No. 333-204781, filed with the SEC on November 18, 2015).
|
6.
|
Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer's and Reporting Person's Prospectus, SEC File No. 333-204781, filed with the SEC on November 18, 2015).
|
7.
|
Joint Filing Agreement, dated June 10, 2014, among the Reporting Persons (previously filed).
|
CENTERBRIDGE CREDIT PARTNERS, L.P.
|
|||
BY: CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P., its general partner
|
|||
BY: CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., its general partner
|
|||
|
By:
|
/s/ Jeffrey H. Aronson | |
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CREDIT PARTNERS TE INTERMEDIATE I, L.P.
|
|||
BY: CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P., its general partner
|
|||
BY: CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P.
|
|||
BY: CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CREDIT GP INVESTORS, LLC
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CREDIT PARTNERS OFFSHORE INTERMEDIATE III, L.P.
|
|||
BY: CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P., its general partner
|
|||
BY: CENTERBRIDGE CREDIT OFFSHORE GP INVESTORS, L.L.C., its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P.
|
|||
BY: CENTERBRIDGE CREDIT OFFSHORE GP INVESTORS, L.L.C., its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CREDIT OFFSHORE GP INVESTORS, L.L.C.
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CAPITAL PARTNERS AIV VI-A, L.P.
|
|||
BY: CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
|||
BY: CENTERBRIDGE GP INVESTORS, LLC, its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CAPITAL PARTNERS AIV VI-B, L.P.
|
|||
BY: CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
|||
BY: CENTERBRIDGE GP INVESTORS, LLC, its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC AIV I, L.P.
|
|||
BY: CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
|||
BY: CENTERBRIDGE GP INVESTORS, LLC, its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
|
|||
BY: CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
|||
BY: CENTERBRIDGE GP INVESTORS, LLC, its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE ASSOCIATES, L.P.
|
|||
BY: CENTERBRIDGE GP INVESTORS, LLC, its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
CENTERBRIDGE GP INVESTORS, LLC
|
|||
By:
|
/s/ Jeffrey H. Aronson | ||
Name: Jeffrey H. Aronson | |||
Title: Authorized Signatory | |||
/s/ Mark T. Gallogly | |||
Mark T. Gallogly
|
|||
/s/ Jeffrey H. Aronson | |||
Jeffrey H. Aronson
|
|||