Extended Stay America : 2021 Definitive Proxy Statement

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  ☒ Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material under §240.14a-12

EXTENDED STAY AMERICA, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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EXTENDED STAY AMERICA, INC.

and

ESH HOSPITALITY, INC.

11525 N. Community House Rd. Suite 100

Charlotte, NC 28277

April 26, 2021

Dear Stockholders:

On March 14, 2021, Extended Stay America, Inc. (the "Company") and its controlled subsidiary, ESH Hospitality, Inc. ("Hospitality" and together with the Company, the "Paired Entities") entered into a merger agreement with Eagle Parent Holdings L.P. ("Parent"), a joint venture of affiliates of Blackstone Real Estate Partners IX L.P. and Starwood Distressed Opportunity Fund XII Global, L.P. The merger agreement provides that an acquisition subsidiary of Parent will merge with and into the Company (the "Company merger") and an indirect acquisition subsidiary of Parent will merge with and into Hospitality (the "Hospitality merger" and, together with the Company merger, the "mergers").

Upon completion of the mergers, holders of our paired shares will be entitled to receive $19.50 in cash, subject to adjustments as described in the enclosed joint proxy statement, in exchange for each paired share, which consists of one share of Company common stock and one share of Hospitality class B common stock, in each case, except for certain excluded shares as described in the accompanying joint proxy statement.

The management of the Paired Entities recommended the mergers to the Company board of directors (the "Company board") and Hospitality board of directors (the "Hospitality board"), and the Company board and Hospitality board approved the mergers, based on their assessment that the certainty of $19.50 per paired share in cash today was superior to the risk-adjusted present value associated with management's execution of its business plan for the Paired Entities. Moreover, the $19.50 per paired share price represents a 15.1% premium to the $16.94 closing price for our paired shares on the last trading day prior to the execution of the merger agreement. That closing price was near a 52-week high for the paired shares. In addition, the $19.50 price reflects a premium of 23%, 28%, and 44% to the 30-trading day, 3-month and 6-month volume weighted average prices, respectively, for the paired shares prior to the execution of the merger agreement.

The holders of the paired shares will be asked, at a special meeting of the Company's stockholders, to vote their Company common stock on the adoption of the merger agreement, and will be asked, at a special meeting of Hospitality's stockholders, to vote their Hospitality class B stock on the adoption of the merger agreement.

The mergers and the other transactions contemplated by the merger agreement were unanimously approved by the Company board and also approved by the Hospitality board. The Company board unanimously recommends that stockholders vote "FOR" the adoption of the merger agreement. The

Hospitality board also recommends that stockholders vote "FOR" the adoption of the merger agreement.

A special meeting of the stockholders of the Company will be held exclusively online via a live audio webcast at www.virtualshareholdermeeting.com/STAY2021SM on June 8, 2021 at 8:30 a.m., Eastern Time (the "Company special meeting"). You are invited to attend and vote your shares of Company common stock to adopt the merger agreement.

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A special meeting of the stockholders of Hospitality will be held exclusively online via a live audio webcast at www.virtualshareholdermeeting.com/STAY2021SM on June 8, 2021 at 9:30 a.m., Eastern Time (the "Hospitality special meeting"). You are invited to attend and vote your shares of Hospitality class B common stock to adopt the merger agreement. The Company is the sole holder of Hospitality class A common stock, which constitutes 58% of the voting power of the outstanding common stock of Hospitality as of the close of business on the record date. Under the terms of the merger agreement, the Company has agreed to vote its shares of Hospitality class A common stock to adopt the merger agreement at the Hospitality special meeting.

The joint proxy statement attached to this letter provides you with important information about the proposed mergers and the special meetings of the Paired Entities' stockholders. We encourage you to read the entire joint proxy statement carefully. You may also obtain more information about the Paired Entities from documents that we have filed with the Securities and Exchange Commission.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF PAIRED SHARES THAT YOU OWN. BECAUSE THE ADOPTION OF THE MERGER AGREEMENT REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE COMPANY'S ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AND A MAJORITY OF HOSPITALITY'S ISSUED AND OUTSTANDING SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK, VOTING TOGETHER AS A SINGLE CLASS, A FAILURE TO VOTE, OR TO INSTRUCT YOUR BROKER ON HOW TO VOTE, WILL HAVE THE SAME EFFECT AS A VOTE "AGAINST" THE MERGERS. ACCORDINGLY, YOU ARE REQUESTED TO SUBMIT PROMPTLY YOUR PROXIES FOR YOUR PAIRED SHARES BY PHONE, INTERNET OR BY COMPLETING, SIGNING AND DATING THE ENCLOSED WHITE PROXY CARDS AND RETURNING THEM IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING OF THE COMPANY STOCKHOLDERS OR THE SPECIAL MEETING OF THE HOSPITALITY STOCKHOLDERS.

If you have any questions about the joint proxy statement, the special meetings, the merger agreement or the mergers or need assistance with voting procedures, please contact Okapi Partners LLC, our proxy solicitor, toll-free at [phone] (if you are a bank or brokerage firm) and [phone] (if you are a stockholder or other party) or email at [e-mail].

Thank you for your continued support.

Douglas G. Geoga	Bruce H. Haase
Chairman of the Boards of Directors	President and Chief Executive Officer

This joint proxy statement is dated April 26, 2021 and is first being mailed to our stockholders on or about April 26, 2021.

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EXTENDED STAY AMERICA, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 8, 2021

To the Stockholders of Extended Stay America, Inc.:

A special meeting of the stockholders of Extended Stay America, Inc. (the "Company") will be held exclusively online via a live audio webcast at www.virtualshareholdermeeting.com/STAY2021SM on June 8, 2021 at 8:30 a.m., Eastern Time. You are invited to attend and vote your shares of Company common stock at the special meeting. There is no physical location for the special meeting. The special meeting is being held for the purpose of acting on the following matters:

1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 14, 2021 and as it may be amended from time to time, among Eagle Parent Holdings L.P., Eagle Merger Sub 1 Corporation, Eagle Merger Sub 2 Corporation, the Company and ESH Hospitality, Inc. (the "merger agreement") and approve the mergers and the other transactions contemplated by merger agreement;
2. To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers; and
3. To consider and vote on a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement.

The foregoing items of business are more fully described in the attached joint proxy statement, which forms a part of this notice and is incorporated herein by reference. The board of directors of the Company (the "Company board") has fixed the close of business on April 19, 2021 as the record date for the determination of Company stockholders entitled to notice of and to vote at the Company special meeting or any postponement or adjournment thereof.

The Company board has unanimously approved the merger agreement and declared the merger agreement and the transactions contemplated by the merger agreement, including the mergers, to be advisable and fair to and in the best interests of the Company and its stockholders. The Company board recommends that you vote "FOR" the proposal to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement, "FOR" the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers, and "FOR" the proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement.

We encourage you to read the accompanying joint proxy statement in its entirety and to authorize a proxy to vote your shares of Company common stock by providing your proxy or voting instructions by telephone or through the Internet or by marking, signing, dating and promptly returning the enclosed WHITE proxy card relating to your shares of Company common stock in the accompanying postage-paid envelope so that your shares of Company common stock will be represented and voted even if you do not attend the virtual special meeting. If you have any questions or need assistance in submitting a proxy or your voting instructions, please call our proxy solicitor, Okapi Partners LLC, toll-free at [phone] (if you are a bank or brokerage firm) and [phone] (if you are a stockholder or other party) or email at [e-mail].

BY ORDER OF THE BOARD OF DIRECTORS

Christopher N. Dekle

General Counsel and Corporate Secretary

Charlotte, North Carolina

April 26, 2021

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ESH HOSPITALITY, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 8, 2021

To the Stockholders of ESH Hospitality, Inc.:

A special meeting of the stockholders of ESH Hospitality, Inc. ("Hospitality") will be held exclusively online via a live audio webcast at www.virtualshareholdermeeting.com/STAY2021SM on June 8, 2021 at 9:30 a.m., Eastern Time. You are invited to attend and vote your shares of Hospitality class B common stock at the special meeting. There is no physical location for the special meeting. The special meeting is being held for the purpose of acting on the following matters:

1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 14, 2021 and as it may be amended from time to time, among Eagle Parent Holdings L.P., Eagle Merger Sub 1 Corporation, Eagle Merger Sub 2 Corporation, Extended Stay America, Inc. and Hospitality (the "merger agreement") and approve the mergers and the other transactions contemplated by the merger agreement; and
2. To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers.

The foregoing items of business are more fully described in the attached joint proxy statement, which forms a part of this notice and is incorporated herein by reference. The board of directors of Hospitality (the "Hospitality board") has fixed the close of business on April 19, 2021 as the record date for the determination of Hospitality stockholders entitled to notice of and to vote at the Hospitality special meeting or any postponement or adjournment thereof.

The Hospitality board has approved the merger agreement and declared the merger agreement and the transactions contemplated by the merger agreement, including the mergers, to be advisable and fair to and in the best interests of Hospitality and its stockholders. The Hospitality board recommends that you vote "FOR" the proposal to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement, and "FOR" the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers.

We encourage you to read the accompanying joint proxy statement in its entirety and authorize a proxy to vote your shares of Hospitality class B common stock by providing your proxy or voting instructions by telephone or through the Internet or by marking, signing, dating and promptly returning the enclosed WHITE proxy card relating to your shares of Hospitality class B common stock in the accompanying postage-paid envelope so that your shares of Hospitality class B common stock will be represented and voted even if you do not attend the virtual special meeting. If you have any questions or need assistance in submitting a proxy or your voting instructions, please call our proxy solicitor, Okapi Partners LLC, toll-free at (212)

297-0720 (if you are a bank or brokerage firm) and [phone] (if you are a stockholder or other party) or email at [e-mail].

BY ORDER OF THE BOARD OF DIRECTORS

Christopher N. Dekle

General Counsel and Corporate Secretary

Charlotte, North Carolina

April 26, 2021