Sec Form 13D Filing - Centerbridge Credit Partners L.P. filing for Extended Stay America Inc. (STAY) - 2017-06-07

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 8)*

Under the Securities Exchange Act of 1934

Extended Stay America, Inc. / ESH Hospitality, Inc.

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(Name of Issuer)

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(Title of Class of Securities)

30224P 200**

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(CUSIP Number)

Ms. Susanne V. Clark

375 Park Avenue

New York, NY 10152

(212) 672-5000

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 5, 2017

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(Date of Event which Requires Filing of this Statement)

(Continued on the following pages)

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CUSIP No. 30224P 200

13D

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This Amendment No. 8 (this “Amendment”) to the Statement on Schedule 13D is filed by the Reporting Persons as an amendment to the Schedule 13D filed on June 10, 2014 with the U.S. Securities and Exchange Commission (the “SEC”), as amended by Amendment No. 1 to the Schedule 13D filed on August 13, 2014 with the SEC, Amendment No. 2 to the Schedule 13D filed on November 19, 2015, Amendment No. 3 to the Schedule 13D filed on October 7, 2016, Amendment No. 4 to the Schedule 13D filed on November 22, 2016, Amendment No. 5 to the Schedule 13D filed on December 20, 2016, Amendment No. 6 filed on March 14, 2017 and Amendment No. 7 filed on May 5, 2017 (collectively, the “Schedule 13D”) with respect to the Class B Common Stock. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

This is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons.

The “Explanatory Note” is amended and restated in its entirety to read as follows:

“EXPLANATORY NOTE: Each of Extended Stay America, Inc. (the “Corporation”), the Blackstone Entities (collectively, “Blackstone”), Centerbridge Entities (collectively, “Centerbridge”), and Paulson Entities (collectively, “Paulson”), listed in Item 4 below (Blackstone, Centerbridge and Paulson, collectively, the “Sponsors”), was a party to a Stockholders’ Agreement, dated as of November 18, 2013 (the “Stockholders’ Agreement”) that is described in Item 4 below.  As a result of the transactions described in Item 4 below and the termination of the Stockholders' Agreement described in Item 6 below, the Sponsors and certain of their respective affiliates should no longer be deemed to be a member of a group for purposes of Section 13(d)(3) of the Act and Rule 13d-5(b) promulgated thereunder.

Following the completion of the transactions described in Item 4 below and related distributions of an aggregate of 395,000 Paired Shares by funds and partnerships affiliated with Centerbridge to its partners, Centerbridge and its affiliated funds and partnerships will no longer beneficially own any Paired Shares and the Sponsors collectively own 21,105 shares of voting preferred stock of the Corporation, or approximately 100% of the outstanding voting preferred stock of the Corporation.”

Item 4. Purpose of Transaction.

The subheading and first two paragraphs under subheading “Proposed Secondary Offering” of Item 4 is hereby amended and restated in its entirety to read as follows:

 “References to and descriptions of the Stockholders’ Agreement and Registration Rights Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Stockholders’ Agreement and Registration Rights Agreement, which have been previously filed as Exhibits 1 and 2 hereto, respectively, and incorporated by reference herein.

Share Repurchase

Pursuant to an agreement (the “Share Repurchase Agreement”) among the Corporation, ESH Hospitality, Inc. (“ESH REIT”) and the Sponsors, the Corporation and ESH REIT purchased 583,530 Paired Shares directly from the Sponsors in a private, non-underwritten transaction at a price per Paired Share equal to the price paid by the underwriters in the offering described below. This purchase was conducted pursuant to and counts toward, the previously announced Corporation and ESH REIT Paired Share repurchase program.

 

The foregoing description of the Share Repurchase Agreement is qualified in its entirety by reference to the full text of the Share Repurchase Agreement, which is filed as Exhibit 6 hereto and is incorporated herein by reference.

Secondary Offering

On June 5, 2015, the Corporation and ESH REIT filed a joint automatic shelf registration statement contemplating the sale by each of the Sponsors of Paired Shares totaling, together with Paired Shares sold by the other Sponsors, in the aggregate 142,960,388 Paired Shares. On June 1, 2017, the Corporation and ESH REIT filed a prospectus supplement contemplating the sale by each of the Sponsors of Paired Shares totaling, together with Paired Shares sold by the other Sponsors, in the aggregate 25,000,000 Paired Shares. On May 30, 2017, the Corporation, ESH REIT and the Sponsors entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Sponsors sold in the aggregate 25,000,000 Paired Shares to the Underwriters at a price of $17.42 per Paired Share. The offering closed on June 5, 2017.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated herein by reference.

 

Distributions in Kind

On or about June 7, 2017, certain of the Reporting Persons will make the following series of distributions in kind.

First, Centerbridge Capital Partners AIV VI-A, L.P. (“VI-A”), Centerbridge Capital Partners AIV VI-B, L.P. (“VI-B”) and Centerbridge Capital Partners Strategic AIV I, L.P. (“SAIV”) made distributions in kind of 194,524, 194,452 and 6,024 Paired Shares (the “DIK Shares”) respectively to their general partner, Centerbridge Associates, L.P. (“CALP”), in connection with pro rata distributions by VI-A, VI-B and SAIV to their respective partners.

Second, CALP distributed the DIK Shares to its sole economic partner, CCP GP Investors Holdings (Cayman), L.P. (“CCPGPH”).

Third, CCPGPH distributed the DIK Shares to certain of its members in connection with a pro rata distribution by CCPGPH to its members.

Upon receipt of the DIK Shares by the members of CCPGPH, including Mr. Aronson and Mr. Gallogly, the members donated the DIK Shares to various charities.

Lock-Up Agreements

In connection with the secondary offering referenced herein, the Corporation and ESH REIT, their respective executive officers and directors have agreed with the Underwriters, subject to specified exceptions, not to sell, dispose of or hedge any of the Paired Shares or securities convertible into or exchangeable for Paired Shares, for a period of 30 days after May 30, 2017, except with the prior written consent of Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC (the “Lock-Up Agreements”).

The foregoing description of the Lock-Up Agreements is qualified in its entirety by reference to the full text of the Lock-Up Agreements, which is incorporated herein by reference.”

Item 5. Interest in Securities of the Issuer.

Item 5(a) - (e) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

“(a)-(b) The following disclosure assumes that there are a total of 192,622,558 Paired Shares outstanding, which is the number of Paired Shares outstanding as of June 5, 2017 as reported to the Corporation and ESH REIT by their stock registrar.

Pursuant to Rule 13d-3 under the Exchange Act, as a result of the transactions described in Item 4 above, the Reporting Persons no longer beneficially own any Paired Shares.

(c) The Reporting Persons sold the following Paired Shares (i) pursuant to the Underwriting Agreement at the $17.42 price per Paid Share and (ii) pursuant to the Share Repurchase Agreement at the $17.42 price per Paired Share:

 

In addition, Mr. Aronson and Mr. Gallogly made charitable donations of 194,526 Paired Shares and 194,453 Paired Shares respectively. See Item 4 for further detail.

Except as set forth in Item 3, Item 4 and this Item 5, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, has effected any transaction in the Issuer’s Paired Shares during the past 60 days or since the most recent filing on Schedule 13D, whichever is less.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) The Reporting Persons ceased to beneficially own more than five percent of the Company’s outstanding Paired Shares on May 3, 2017.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended and restated in its entirety to read as follows:

As a result of the transactions described in Item 4 above, the Sponsors no longer satisfy the minimum thresholds set forth in the Stockholders’ Agreement for any voting arrangements nor do they have the right to designate any members of the board of directors for each of the Corporation and ESH REIT.  Accordingly, the Stockholders’ Agreement has terminated in accordance with its terms.

“As of the date of this Amendment, other than the Stockholders’ Agreement, the Registration Rights Agreement, the Share Repurchase Agreement, the Underwriting Agreement and the Lock-Up Agreements, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

The information in Item 4 of the Schedule 13D related to the Stockholders’ Agreement, the Registration Rights Agreement, the Underwriting Agreement and the Lock-Up Agreements is incorporated herein by reference.”

Item 7. Material to Be Filed As Exhibits.

 

 

SIGNATURES

 

	CENTERBRIDGE CREDIT CAYMAN GP LTD.
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		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 CAYMAN GP LTD., its general partner
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

 

 

 

 

 

	CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P.
	By:	CENTERBRIDGE CREDIT CAYMAN GP LTD., its general partner
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

	CCP SBS GP, LLC
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

	CENTERBRIDGE CAPITAL PARTNERS AIV VI-A, L.P.
	By:	CENTERBRIDGE ASSOCIATES, L.P., its general partner
	By:	CENTERBRIDGE CAYMAN GP LTD., its general partner
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

	CENTERBRIDGE CAPITAL PARTNERS AIV VI-B, L.P.
	By:	CENTERBRIDGE ASSOCIATES, L.P., its general partner
	By:	CENTERBRIDGE CAYMAN GP LTD., its general partner
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

	CENTERBRIDGE CAPITAL PARTNERS STRATEGIC AIV I, L.P.
	By:	CENTERBRIDGE ASSOCIATES, L.P., its general partner
	By:	CENTERBRIDGE CAYMAN GP LTD., its general partner
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

	CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
	By:	CCP SBS GP, LLC, its general partner
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

	CENTERBRIDGE ASSOCIATES, L.P.
	By:	CENTERBRIDGE CAYMAN GP LTD., its general partner
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

	CENTERBRIDGE CAYMAN GP LTD.
	By:	/s/ Susanne V. Clark
		Name:	Susanne V. Clark
		Title:	Authorized Signatory

 

 

	MARK T. GALLOGLY
	/s/ Mark T. Gallogly
	Mark T. Gallogly