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) – July 2, 2020
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 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 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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. | STAY | Nasdaq Global Select Market |
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 1.01 | Entry Into a Material Definitive Agreement. |
On July 2, 2020, Extended Stay America, Inc. (the “Corporation”) and ESH Hospitality, Inc. (“ESH REIT”) entered into that certain Credit Agreement, dated as of July 2, 2020 (the “Unsecured Credit Facility”), between the Corporation, as borrower and ESH REIT, as lender (in such capacity, the “Lender”).
The Unsecured Credit Facility consists of a new $150 million unsecured revolving credit facility from ESH REIT to the Corporation.
Maturity.
Guarantees.
Security and Payment Priority.
Interest Rates and Fees.
Restrictive Covenants and Other Matters.
• | create, incur, assume or suffer to exist, any liens, |
• | create, incur, assume or permit to exist, directly or indirectly, any additional indebtedness, |
• | consolidate, merge, amalgamate, liquidate, wind up or dissolve themselves, |
• | convey, sell, lease, license, assign, transfer or otherwise dispose of all or substantially all of their assets, |
• | make certain restricted payments, |
• | amend, modify or terminate certain material operating leases and management agreements; |
• | amend or otherwise alter the terms of documents related to certain indebtedness, and |
• | enter into transactions with affiliates. |
The Unsecured Credit Facility contains certain customary representations and warranties, affirmative covenants and events of default, including, among other things, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, judgment defaults, actual or asserted failure of any guaranty document supporting the Unsecured Credit Facility whereby such document ceases to be in force and effect and change of control, as well as a cross-default to certain material operating leases. If such an event of default occurs, the Lender under the Unsecured Credit Facility is entitled to take various actions, subject to the ESA Subordination Terms.
Use of Proceeds.
The foregoing descriptions of the Unsecured Credit Facility and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Unsecured Credit Facility, which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is hereby incorporated herein by reference.Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 above is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit 10.1 | ||||
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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: July 6 , 2020 | By: | /s/ Christopher N. Dekle | ||||
Name: | Christopher N. Dekle | |||||
Title: | General Counsel and Corporate Secretary | |||||
ESH HOSPITALITY, INC. | ||||||
Date: July 6 , 2020 | By: | /s/ Christopher N. Dekle | ||||
Name: | Christopher N. Dekle | |||||
Title: | General Counsel and Corporate Secretary |