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): May 1, 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 8.01 Other Events.

On May 1, 2015, Extended Stay America, Inc. and its subsidiary, ESH Hospitality, Inc. (together, the “Company”), issued a press release announcing that ESH Hospitality, Inc. has priced a previously announced private offering of senior notes due 2025 in an aggregate principal amount of $500 million. The Notes will have an interest rate of 5.25% per annum and will be issued at a price equal to 100% of their face value. The Notes will mature on May 1, 2025. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Press Release issued by the Company, dated May 1, 2015.

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: May 1, 2015

EX-99.1

Exhibit 99.1

ESH Hospitality, Inc. Announces Pricing of $500 Million Senior Notes Offering

Company Release – 05/01/15

CHARLOTTE, N.C.—(BUSINESS WIRE)— Extended Stay America, Inc.’s (NYSE:STAY) (the “Company”) subsidiary, ESH Hospitality, Inc., today announced that it has priced the previously announced offering of $500 million aggregate principal amount of senior notes due 2025 (the “Notes”). The Notes will have an interest rate of 5.25% per annum and will be issued at a price equal to 100% of their face value. The Notes will mature on May 1, 2025.

ESH Hospitality, Inc. will 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 only to persons reasonably believed to be qualified institutional buyers in the U.S. pursuant to Rule 144A and outside the U.S. pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The sale of the Notes is expected to be consummated on May 15, 2015, subject to customary closing conditions.

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