8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 27, 2015

EXTENDED STAY AMERICA, INC.

ESH HOSPITALITY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware Delaware	001-36190 001-36191	46-3140312 27-3559821
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina 28277

(Address of Principal Executive Offices) (Zip Code)

(980) 345-1600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On April 27, 2015, Extended Stay America, Inc. and its subsidiary, ESH Hospitality, Inc. (together, the “Company”), issued a press release announcing that ESH Hospitality, Inc. has commenced a private offering of senior notes due 2025 in an aggregate principal amount of $500 million. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

In connection with the offering, the Company intends to provide prospective investors certain information regarding the Company and ESH Hospitality, Inc. A portion of this information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The information contained in Exhibit 99.2 constitutes only a portion of the information expected to be provided to prospective investors in the private offering and such information should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise from time to time. Such information speaks as of the date of this Current Report on Form 8-K. While the Company may elect to update the attached materials in the future to reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so, except as may be required by law.

The information in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) is being furnished pursuant to Regulation FD and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that this information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Press Release issued by the Company, dated April 27, 2015.
99.2	Certain information that may be provided to prospective investors in the private offering.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXTENDED STAY AMERICA, INC.
By:	/s/ John R. Dent
Name:	John R. Dent
Title:	General Counsel
ESH HOSPITALITY, INC.
By:	/s/ John R. Dent
Name:	John R. Dent
Title:	General Counsel

Date: April 27, 2015

EX-99.1

Exhibit 99.1

ESH Hospitality, Inc. Announces Proposed Offering of Senior Notes

Company Release – 04/27/15

CHARLOTTE, N.C.—(BUSINESS WIRE)— Extended Stay America, Inc.’s (NYSE:STAY) (the “Company”) subsidiary, ESH Hospitality, Inc., today announced that it intends to offer $500 million aggregate principal amount of senior notes due 2025 (the “Notes”), subject to market and other conditions, in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). ESH Hospitality, Inc. intends to use substantially all of the net proceeds from this offering to repay a portion of amounts outstanding under a mortgage loan.

The Notes will be fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by certain of ESH Hospitality, Inc.’s subsidiaries.

The Notes will be offered and sold to qualified institutional buyers in the U.S. pursuant to Rule 144A and outside the U.S. pursuant to Regulation S under the Securities Act.

The Notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Statements related to, among other things, the consummation of the offering and potential changes in market conditions constitute forward-looking statements. For a description of factors that may cause the Company’s and ESH Hospitality, Inc.’s actual results, performance or expectations 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 and ESH Hospitality, Inc.’s combined annual report on Form 10-K filed with the SEC on February 26, 2015 and other documents of the Company and ESH Hospitality, Inc. 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 and ESH Hospitality, Inc. will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company and ESH Hospitality, Inc. or its business or operations. Except as required by law, the Company and ESH Hospitality, Inc. undertake 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 and ESH Hospitality, Inc.’s forward-looking statements.

Investors:

Extended Stay America, Inc.

980-345-1546

investorrelations@extendedstay.com

EX-99.2

Exhibit 99.2

Recent Developments

Because the reporting period for the first quarter has recently ended, the estimated financial information presented below for the three months ended March 31, 2015 reflects assumptions and estimates based only upon preliminary information available to us as of the date of this offering memorandum. As a result of the foregoing, while this information is presented with numerical specificity and considered reasonable by us, it is subject to change pending finalization and is not a comprehensive statement of our financial results for the three months ended March 31, 2015. During the course of our financial statement closing process, we may identify items that would require us to make adjustments to the financial information described below. As a result, the following discussion constitutes forward-looking statements and, therefore, we caution you that these statements are subject to risks and uncertainties, including possible adjustments. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

The Company is in the process of finalizing its results of operations and other financial and operating data for the three months ended March 31, 2015. While full financial information and operating data for such period are not available as of the date of this preliminary offering memorandum, the Company currently estimates the following:

• Revenue.    The Company anticipates revenue to be in the range of $286 million to $288 million, representing an increase of approximately 5.8% to 6.5% compared to the three months ended March 31, 2014.

• Adjusted EBITDA.    Adjusted EBITDA is anticipated to be in the range of $122 million to $123 million, representing an increase of approximately 8.7% to 9.6% compared to the three months ended March 31, 2014.

On April 2, 2015, ESH REIT repaid a portion of Component A of the 2012 Mortgage Loan (as defined herein) in the amount of $0.8 million, reducing the outstanding balance of Component A to $347.3 million.

ESH REIT Entity Level Cash Flows - 2014 PF
Extended
STAY AMERICA®
ESH REIT
2014
ESH REIT Lease Income $684,205.0
ESH REIT Operating Expense1 (109,460.0)
ESH REIT Other Income 269.0
ESH REIT Operating Profit $575,014.0
Cash Interest Expense-CMBS (94,740.6)
Pro Forma Cash Interest Expense-Term Loan (19,010.0)
Non Operating Expense, net2 (2,765.0)
D&A3 (202,630.0)
Pro Forma ESH REIT Pre-tax Income 255,868.4
Pro Forma Income Tax (5,066.2)
Pro Forma ESH REIT Net Income $250,802.2
Free Cash Flow
Pro Forma REIT Net Income $250,802.2
Plus: D&A 202,630.0
Pro Forma Distribution (243,075.0)
Capital Expenditures (166,358.0)
Pro Forma REIT Cash Flow $43,999.2
A ESH REIT Lease Income is equal to lease Expense at the Corporation
C ESH REIT pays taxes on the remaining 5% of its taxable income at 39.6%, while the Corporation pays taxes on 100% of its taxable income plus the Distribution received from ESH REIT, also at 39.6%; ESH REIT taxes plus Corporation taxes is equal to Total Consolidated Tax Expense
B ESH REIT Distributes 95% of its pre-tax income to shareholders, 55% of which goes to the Corporation
Pro Forma Adjustments:
$375mm term loan in place and mezzanine debt repaid as of 1/1/14
No revolver borrowings
1 Includes REIT Hotel Operating Expenses and G&A.
2 Other Non-operating expense of $3.629 million net of gain on sale of hotel properties of $864,000.
3 Depreciation and Amortization includes amortization of deferred financing costs, a component of interest expense on the P&L.
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