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
|
December 31, 2013
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
10,493,278
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
10,493,278
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,493,278
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
12,858,176
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
12,858,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,858,176
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
23,351,454
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
23,351,454
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,351,454
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.4%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
23,351,454
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
23,351,454
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,351,454
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.4%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
4,504,341
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
4,504,341
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,504,341
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
4,504,341
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
4,504,341
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,504,341
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
4,504,341
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
4,504,341
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,504,341
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,435,094
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
13,435,094
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,435,094
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,430,085
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
13,430,085
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,430,085
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
899,604
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
899,604
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
899,604
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
91,013
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
91,013
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,013
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
27,855,796
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
27,855,796
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,855,796
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
27,855,796
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
27,855,796
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,855,796
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
55,711,591
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
55,711,591
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,711,591
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.2%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 30224P 200
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
55,711,591
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
55,711,591
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,711,591
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.2%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 1(a).
|
NAME OF ISSUER
|
The names of the issuers of the Paired Shares (as defined in Item 2(d) below) are Extended Stay America, Inc. and ESH Hospitality, Inc. (together, the “Company”).
|
|
Item 1(b).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
The Company’s principal executive offices are located at 11525 N. Community House Road, Suite 100, Charlotte, North Carolina 28277.
|
|
Item 2(a).
|
NAME OF PERSON FILING
|
This statement is filed by:
|
(i)
|
Centerbridge Credit Partners, L.P., a Delaware limited partnership (“CCP”), with respect to the Paired Shares beneficially owned by it;
|
|
(ii)
|
Centerbridge Credit Partners TE Intermediate I, L.P., a Delaware limited partnership (“CCPTEI”) with respect to the Paired Shares beneficially owned by it;
|
|
(iii)
|
Centerbridge Credit Partners General Partner, L.P., a Delaware limited partnership (“CCPGP”), as general partner of CCP and CCPTEI, with respect to the Paired Shares beneficially owned by CCP and CCPTEI;
|
|
(iv)
|
Centerbridge Credit GP Investors, L.L.C., a Delaware limited liability company (“CCGPI”), as general partner of CCPGP, with respect to the Paired Shares beneficially owned by CCP and CCPTEI;
|
|
(v)
|
Centerbridge Credit Partners Offshore Intermediate III, L.P., a Delaware limited partnership (“CCPOIII”), with respect to the Paired Shares beneficially owned by it;
|
|
(vi)
|
Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware limited partnership (“CCPOGP”), as general partner of CCPOIII, with respect to the Paired Shares beneficially owned by CCPOIII;
|
|
(vii)
|
Centerbridge Credit Offshore GP Investors, L.L.C., a Delaware limited liability company (“CCOGPI”), as general partner of CCPOGP, with respect to the Paired Shares beneficially owned by CCPOIII;
|
|
(viii)
|
Centerbridge Capital Partners AIV VI-A, L.P., a Delaware limited partnership (“VI-A”), with respect to the Paired Shares beneficially owned by it;
|
|
(ix)
|
Centerbridge Capital Partners AIV VI-B, L.P., a Delaware limited partnership (“VI-B”), with respect to the Paired Shares beneficially owned by it;
|
|
(x)
|
Centerbridge Capital Partners Strategic AIV I, L.P., a Delaware limited partnership (“SAIV”), with respect to the Paired Shares beneficially owned by it;
|
|
(xi)
|
Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“SBS”), with respect to the Paired Shares beneficially owned by it;
|
|
(xii)
|
Centerbridge Associates, L.P., a Delaware limited partnership (“CALP”), as general partner of VI-A, VI-B, SAIV and SBS, with respect to the Paired Shares beneficially owned by VI-A, VI-B, SAIV and SBS;
|
|
(xiii)
|
Centerbridge GP Investors, LLC, a Delaware limited liability company (“CGPI”), as general partner of CALP, with respect to the Paired Shares beneficially owned by VI-A, VI-B, SAIV and SBS;
|
|
(xiv)
|
Mark T. Gallogly (“Mr. Gallogly”), as managing member of CGPI, CCOGPI and CGPI, with respect to the Paired Shares beneficially owned by CCP, CCPTEI, CCGPI, CCPOIII, VI-A, VI-B, SAIV and SBS; and
|
|
(xv)
|
Jeffrey Aronson (“Mr. Aronson”) as managing member of CGPI, CCOGPI and CGPI, with respect to the Paired Shares beneficially owned by CCP, CCPTEI, CCGPI, CCPOIII, VI-A, VI-B, SAIV and SBS.
|
|
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
|
||
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE
|
|
The address of the business office of each of the Reporting Persons is 375 Park Avenue, 12th Floor, New York, NY 10152.
|
||
Item 2(c).
|
CITIZENSHIP
|
|
CCGPI, CCOGPI and CGPI are limited liability companies organized under the laws of the State of Delaware. CCP, CCPTEI, CCPGP, CCPOIII, CCPOGP, VI-A, VI-B, SAIV, SBS and CALP are limited partnerships organized under the laws of the State of Delaware. Messrs. Gallogly and Aronson are citizens of the United States.
|
||
Item 2(d).
|
TITLE OF CLASS OF SECURITIES
|
|
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.
|
||
Item 2(e).
|
CUSIP NUMBER
|
|
30224P 200
|
||
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d02(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
(a).
|
o
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
(b).
|
o
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
(c).
|
o
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
(d).
|
o
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
(e).
|
o
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
(f).
|
o
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
(g).
|
o
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
(h).
|
o
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i).
|
o
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j).
|
o
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J);
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d02(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
Item 4.
|
OWNERSHIP
|
The Schedule 13G reports beneficial ownership of Paired Shares beneficially owned by the Reporting Persons as of the date hereof.
|
A.
|
Centerbridge Credit Partners, L.P.
|
(a)
|
Amount beneficially owned: 10,493,278
|
(b)
|
Percent of class: 5.1%. The percentages used herein and in the rest of Item 4 are calculated based upon the 204,787,500 Paired Shares issued and outstanding as disclosed in the Quarterly Report on Form 10-Q filed by the Company on December 18, 2013.
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
B.
|
Centerbridge Credit Partners TE Intermediate I, L.P.
|
(a)
|
Amount beneficially owned: 12,858,176
|
(b)
|
Percent of class: 6.3%
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
C.
|
Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit GP Investors, L.L.C.
|
(a)
|
Amount beneficially owned: 23,351,454
|
(b)
|
Percent of class: 11.4%
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
D.
|
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: 4,504,341
|
(b)
|
Percent of class: 2.2%
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
E.
|
Centerbridge Capital Partners AIV VI-A, L.P.
|
(a)
|
Amount beneficially owned: 13,435,094
|
(b)
|
Percent of class: 6.6%
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
F.
|
Centerbridge Capital Partners AIV VI-B, L.P.
|
(a)
|
Amount beneficially owned: 13,430,085
|
(b)
|
Percent of class: 6.6%
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
G.
|
Centerbridge Capital Partners Strategic AIV I, L.P.
|
(a)
|
Amount beneficially owned: 899,604
|
(b)
|
Percent of class: 0.4%
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
H.
|
Centerbridge Capital Partners SBS, L.P.
|
(a)
|
Amount beneficially owned: 91,013
|
(b)
|
Percent of class:Less than 0.1%
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
I.
|
Centerbridge Associates, L.P. and Centerbridge GP Investors, LLC
|
(a)
|
Amount beneficially owned: 27,855,796
|
(b)
|
Percent of class: 13.6%
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
J.
|
Mark T. Gallogly and Jeffrey H. Aronson
|
(a)
|
Amount beneficially owned: 55,711,591
|
(b)
|
Percent of class: 27.2%
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
Not applicable.
|
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
Not applicable.
|
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
|
Not applicable.
|
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
Each of Extended Stay America, Inc., the Blackstone Entities (collectively, “Blackstone”), Centerbridge Entities (collectively, “Centerbridge”), and Paulson Entities (collectively, “Paulson”), listed below (Blackstone, Centerbridge and Paulson, collectively, the “Sponsor Shareholders”) is a party to a Stockholders’ Agreement, dated as of November 18, 2013 (the “Stockholders’ Agreement”). The Stockholders’ Agreement, among other terms, requires the Sponsor Shareholders to vote their Paired Shares and Extended Stay America, Inc. to vote its Class B common stock, par value $0.01 (“Class B Shares”) for directors that are designated in accordance with the provisions of the Stockholders’ Agreement. Each of Blackstone, Centerbridge and Paulson has the right to designate one director at each of Extended Stay America, Inc. and ESH Hospitality, Inc., so long as it owns at least 5% of the outstanding Paired Shares. Given the terms of the Stockholders’ Agreement, as of the date hereof, Extended Stay America, Inc. and each of the Sponsor Shareholders and certain of their respective affiliates may be deemed to be a member of a group that owns 167,134,774 Paired Shares and 250,295,833 Class B Shares, or 81.6% of the outstanding Paired Shares, 55% of all Class B Shares and 100% of the unpaired Class B Shares (in each case, calculated in accordance with Rule 13d-3(d) of the Act).
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
Not applicable.
|
|
Item 10.
|
CERTIFICATION
|
Not applicable.
|
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/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
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/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P.
|
|||
BY: CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., its general partner
|
|||
|
By:
|
/s/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CREDIT GP INVESTORS, LLC
|
|||
|
By:
|
/s/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
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/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
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/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
Title: Authorized Signatory | |||
CENTERBRIDGE CREDIT OFFSHORE GP INVESTORS, L.L.C.
|
|||
|
By:
|
/s/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
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/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
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/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
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/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
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/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
Title: Authorized Signatory | |||
CENTERBRIDGE ASSOCIATES, L.P.
|
|||
BY: CENTERBRIDGE GP INVESTORS, LLC, its general partner
|
|||
|
By:
|
/s/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
Title: Authorized Signatory | |||
CENTERBRIDGE GP INVESTORS, LLC
|
|||
|
By:
|
/s/ Mark T. Gallogly | |
Name: Mark T. Gallogly | |||
Title: Authorized Signatory | |||
/s/ Mark T. Gallogly | |||
Mark T. Gallogly
|
|||
/s/ Jeffrey H. Aronson | |||
Jeffrey H. Aronson
|
|||