8-K 1 stay-8xkannouncingq32018fo.htm 8-K Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) – October 31, 2018
 
 
EXTENDED STAY AMERICA, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
001-36190
 
46-3140312
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
 
 
 
 
 
 

11525 N. Community House Road, Suite 100
Charlotte, North Carolina
28277
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code (980) 345-1600
ESH HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
001-36191
 
27-3559821
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
 
11525 N. Community House Road, Suite 100
Charlotte, North Carolina
 
28277
(Address of principal executive offices)
 
(Zip code)



Registrant’s telephone number, including area code (980) 345-1600
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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-4c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.
On October 31, 2018, Extended Stay America, Inc. and ESH Hospitality, Inc. issued an earnings release announcing their results of operations for the three and nine months ended September 30, 2018. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 2.02.
The information contained under Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On November 1, 2018, Extended Stay America, Inc. and ESH Hospitality, Inc. will hold a conference call announcing their results of operations for the three and nine months ended September 30, 2018. A copy of management’s presentation materials is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 7.01.
The information contained under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
 
 
 
Exhibit Number
 
Exhibit Description
 
 
 
 
Earnings release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated October 31, 2018, announcing results for the three and nine months ended September 30, 2018.
 
 
 
 
Management’s presentation materials, dated October 31, 2018.





EXHIBIT INDEX
 
 
 
Exhibit Number
 
Exhibit Description
 
 
 
Earnings release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated October 31, 2018, announcing results for the three and nine months ended September 30, 2018.
 
 
 
Management’s presentation materials, dated October 31, 2018.





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.
 
 
 
 
Date: October 31, 2018
 
 
 
By:
 
/s/ Christopher N. Dekle
 
 
 
 
 
 
Name: Christopher N. Dekle
 
 
 
 
 
 
Title: General Counsel and Corporate Secretary

 
 
 
 
 
 
 
 
 
 
 
ESH HOSPITALITY, INC.
 
 
 
 
Date: October 31, 2018
 
 
 
By:
 
/s/ Christopher N. Dekle
 
 
 
 
 
 
Name: Christopher N. Dekle
 
 
 
 
 
 
Title: General Counsel and Corporate Secretary