Extended Stay America, Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Financial Statements and Exhibits

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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 of the Securities Exchange Act of 1934 of this chapter).

This Current Report on is being filed in connection with the completion on June 16, 2021 of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of March 14, 2021, by and among Extended Stay America, Inc. (the “”), ESH Hospitality, Inc. (“” and together with the Company, the “”), Eagle Parent Holdings L.P. (together with its permitted assigns, “”), Eagle Merger Sub 1 Corporation (“”) and Eagle Merger Sub 2 Corporation (“”), as amended by the Amendment to the Agreement and Plan of Merger, dated as of May 31, 2021 (the “”, and so amended, the “”). Pursuant to the terms and conditions set forth in the Merger Agreement, on June 16, 2021, (i) MergerCo 1 merged with and into the Company, with the Company continuing as the surviving corporation (the “”) and (ii) MergerCo 2 merged with and into Hospitality, with Hospitality continuing as the surviving corporation (together with the Company Merger, the “”).

On June 16, 2021, in connection with the Mergers, the Paired Entities repaid in full all indebtedness, liabilities and other obligations under, and terminated, each of the (i) Credit Agreement, dated as of August 30, 2016, as amended (the “”), by and among the Company, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent, and other agents identified therein and (ii) Credit Agreement, dated as of August 30, 2016, as amended (the “”, together with the DB ESA Credit Agreement, the “”), by and among Hospitality, the other guarantors from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, collateral agent and L/C issuer, and the financial institutions party thereto as lenders. The Paired Entities did not incur any material early termination penalties as a result of such termination of the Credit Agreements.

At the effective time of the Mergers (the “”), each paired share of the Paired Entities (each a “”) (consisting of one share of common stock, par value $0.01 per share, of the Company (the “”) together with one share of class B common stock, par value $0.01 per share, of Hospitality) issued and outstanding immediately prior to the Effective Time, other than certain Paired Shares as set forth in the Merger Agreement, were converted into a right to receive $18.75 in cash, without interest thereon (the “”), representing $20.50 per Paired Share as reduced by the Special Dividend described below in Item 8.01 of this Current Report on Form Each share of series A preferred stock, no par value per share, of Hospitality issued and outstanding immediately prior to the Effective Time remained outstanding following the Effective Time.

The description of the Mergers and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on filed by the Paired Entities with the Securities and Exchange Commission (the “”) on March 16, 2021, and is incorporated by reference herein, and the Amendment which was filed as Exhibit 2.1 to the Current Report on filed by the Paired Entities with the SEC on June 2, 2021, and is incorporated by reference herein.

In connection with the completion of the Mergers, the Paired Entities notified the Nasdaq Global Select Market (“”) on June 16, 2021 that, effective on that date, each Paired Share (other than certain Paired Shares as set forth in the Merger Agreement) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement. As a result, all Paired Shares were removed from trading on Nasdaq. On June 16, 2021, Paired Entities requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of the Paired Shares from Nasdaq and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “”). In addition, the surviving corporations in the Mergers intend to file a Form 15 with the SEC requesting the termination of registration of the Paired Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Paired Shares.

The information set forth above under Item 2.01 of this Current Report on is incorporated by reference into this Item 3.03.

The information set forth above under Item 2.01 of this Current Report on is incorporated by reference into this Item 5.01.

On June 15, 2021, the Board of Directors of the Company declared a special dividend of $1.75 per share of Company Common Stock to holders of record of Company Common Stock as of the close of business on June 15, 2021 (the “”). The Company paid the Special Dividend on June 16, 2021 prior to the Effective Time.

In connection with the Mergers, Hospitality provided a notice of conditional full redemption on May 11, 2021, as amended on June 7, 2021, to the holders thereof in respect of all of its outstanding 4.625% Senior Notes due 2027 (the “”), and provided a notice of full redemption on June 16, 2021 to the holders thereof of all of its outstanding 5.25% Senior Notes due 2025 (the “”). On June 16, 2021, (1) all 2027 Notes were redeemed at a redemption price equal to 100% of the principal amount of the 2027 Notes redeemed plus a make-whole premium and accrued interest up to, but not including, the 2027 Redemption Date in accordance with the indenture governing the 2027 Notes and (2) Hospitality irrevocably deposited with the Trustee for the 2025 Notes an amount that will be sufficient to pay and discharge the entire indebtedness on the 2025 Notes not theretofore delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of redemption, which date shall be July 16, 2021 in accordance with the indenture governing the 2025 Notes.