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CHARLOTTE, N.C., March 15, 2021 (Globe NEWSWIRE) — Prolonged Continue to be America, Inc. (“ESA”) and its paired-share REIT, ESH Hospitality, Inc. (“ESH” and jointly with ESA, the “Company”) (NASDAQ: Remain) introduced nowadays that it has signed a definitive agreement to be acquired by a 50/50 joint venture concerning cash managed by Blackstone Genuine Estate Partners (“Blackstone”) and Starwood Cash Group (“Starwood Capital”) for $19.50 per paired share in an all-cash transaction valued at around $6 billion.
The $19.50 for each paired share consideration represents a top quality of 23.3% above the 30-working day volume-weighted common share cost ending March 12, 2021 and a top quality of 15.1% more than the closing stock price on March 12, 2021.
Doug Geoga, Chairman of the Boards of the Firm said, “After a thorough assessment of the Company’s small business program, the Boards concluded that the rapid money premium presented by this transaction is compelling for stockholders. We are delighted with this end result.”
Bruce Haase, CEO and President of the Firm stated, “We are pleased to announce this transaction with Blackstone and Starwood Capital, two of the most seasoned buyers in the hospitality house with extraordinary observe records of developing value in a large wide variety of real estate belongings, and we glance ahead to this partnership and ongoing expansion.” He included, “The Boards and senior management are specifically grateful to the great team of leaders and associates who have designed this enterprise this sort of a leader in the lodging field and we are self-confident in the Company’s ongoing achievements below non-public ownership.”
Tyler Henritze, head of US acquisitions for Blackstone Serious Estate commented, “Travel and leisure is 1 of Blackstone’s optimum conviction expense themes, and we have assurance in the prolonged stay design. We assisted develop this company approximately 20 a long time ago, and consider our abilities puts us in a one of a kind situation to insert prolonged-expression benefit.”
Barry Sternlicht, CEO of Starwood Money, extra, “Extended Remain has shown resilience in excess of the earlier calendar year even with persistent difficulties because of to government lockdowns and travel limitations. We are enthusiastic about the Company’s growth opportunity as constraints relieve and we’re self-assured that, in partnership with Blackstone and the Enterprise, our staff has the suitable experience to travel ongoing achievements.”
The transaction has been unanimously authorised by ESA’s Board of Administrators and has also been accepted by ESH’s Board of Directors. Completion of the transaction, which is anticipated to occur in the 2nd quarter of 2021, is contingent on customary closing problems, like approval of the Company’s stockholders. The transaction is not contingent on receipt of funding. In connection with the transaction, an affiliate of Starwood Capital, which owns roughly 9.4% of Company’s excellent paired shares, has entered into a support settlement whereby it has agreed to vote its shares in favor of the transaction.
The Enterprise does not expect to fork out its common quarterly distribution in the course of the pendency of the transaction apart from for the earlier declared $.09 distribution on March 26, 2021. Nevertheless, underneath the terms of the merger arrangement, the acquiror may well request that ESA pay a specific distribution quickly prior to the closing of up to $1.75 for each paired share, in which case the cash consideration paid in the merger will be diminished by the quantity of the distribution.
Goldman Sachs & Co. LLC is serving as monetary advisor to the Firm and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as lawful counsel.
J.P. Morgan and Citigroup Worldwide Markets Inc. are performing as financial advisors and delivering credit card debt financing to Blackstone and Starwood. Simpson Thacher & Bartlett LLP is acting as legal advisor to Blackstone, and Kirkland & Ellis LLP is acting as lawful advisor to Starwood Money.
More Info and Wherever to Find It
This interaction may be considered to be solicitation content in regard of the proposed acquisition of Prolonged Keep The united states, Inc. and ESH Hospitality, Inc. (jointly, the “Companies”) by a joint venture of Blackstone Actual Estate Companions and Starwood Funds Group. In connection with the proposed transaction, the Organizations will file with the Securities and Trade Commission (“SEC”) and furnish to their stockholders a joint proxy assertion and other appropriate paperwork. STOCKHOLDERS OF THE Providers ARE Advised TO Read THE JOINT PROXY Statement WHEN IT Will become Obtainable (Including ALL AMENDMENTS AND Nutritional supplements THERETO) Simply because IT WILL Include Significant Info. Traders may acquire a free copy of the joint proxy assertion (when it gets to be available) and other pertinent documents submitted by the Providers with the SEC at the SEC’s World-wide-web web site at http://www.sec.gov. The joint proxy assertion and these kinds of other files as soon as filed with the SEC may well also be attained for no cost from the Trader Relations part of the Companies’ world wide web web-site (https://www.aboutstay.com/trader-relations) or by directing a ask for to the Firms at [email protected] Copies of paperwork filed by the Businesses with the SEC may possibly also be obtained for absolutely free at the SEC’s Net web site at http://www.sec.gov.
Individuals in Solicitation
The Businesses and their respective officers and directors may be considered to be members in the solicitation of proxies from the stockholders of the Firms in relationship with the proposed transaction. Details about the Companies’ executive officers and administrators is set forth in their Annual Report on Form 10-K, which was filed by each individual of ESA and ESH with the SEC on February 25, 2021, and the joint proxy assertion for the 2020 once-a-year conferences of the stockholders of the Organizations, which was filed with the SEC on April 23, 2020. Investors could attain far more comprehensive information and facts with regards to the direct and indirect passions of the respective executive officers and administrators of the Corporations in the acquisition by reading the Recent Studies on Kind 8-K to be filed by the Corporations in relationship with the announcement of the proposed transaction and in the preliminary and definitive joint proxy assertion concerning the proposed transaction when they are submitted with the SEC. When available, stockholders may well get totally free copies of these paperwork as explained in the preceding paragraph.
Particular statements contained in this doc constitute “forward-looking statements” within the which means of the federal securities legislation. All statements other than statements of historical facts integrated in this doc may possibly be ahead-seeking, together with statements relating to, amid other matters, the Companies’ skill to satisfy their debt service obligations, upcoming cash expenditures (which include future acquisitions and hotel renovation systems), their distribution policies, their development, expansion and franchise prospects, expected benefits or use of proceeds from tendencies, their designs, aims, targets, beliefs, enterprise approaches, enterprise situations, final results of operations, fiscal situation and business enterprise outlook, business developments and foreseeable future occasions, which includes the COVID-19 pandemic, its consequences on the foregoing, governing administration actions taken in reaction to the COVID-19 pandemic and actions that the Companies have or strategy to get in reaction to the pandemic and these types of outcomes. When utilised in this doc, the phrases “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “look forward to” and variants of these types of words and phrases or comparable expressions are meant to determine ahead-looking statements. The forward-hunting statements are not historic points, and are centered on the Companies’ recent anticipations, beliefs, estimates and projections, and several assumptions, a lot of of which, by their character, are inherently unsure and over and above their control. There can be no assurance that management’s expectations, beliefs, estimates and projections will be attained, and real outcomes may possibly differ materially from what is expressed in or indicated by the ahead-looking statements.
There are a range of hazards, uncertainties and other significant variables, many of which are past the Companies’ control, that could induce their precise final results to vary materially from the forward-on the lookout statements contained in this doc. The likely risks and uncertainties include things like, between other people, the chance that Prolonged Remain The united states, Inc. may perhaps be unable to get hold of required stockholder approvals or that other circumstances to closing the proposed mergers may not be glad, these that the proposed mergers will not near or that the closing may well be delayed typical economic conditions the proposed mergers may perhaps include unanticipated costs, liabilities or delays risks that the transaction disrupts present-day designs and functions of the Providers the final result of any authorized proceedings associated to the proposed mergers the prevalence of any celebration, improve or other situation that could give rise to the termination of the merger agreement. For far more information on these and other potential dangers and uncertainties, you should refer to the joined proxy statement when submitted and the paperwork that the Businesses file with the SEC. All ahead-on the lookout statements communicate only as of the date of this doc or, in the situation of any document incorporated by reference, the date of that doc. The Businesses are under no responsibility to update any of the forward-seeking statements immediately after the date of this document to conform to true benefits, except as expected by applicable legislation.
About the Business
Prolonged Remain The united states, Inc. (“ESA”) and its brand Prolonged Keep America® is the foremost manufacturer in the mid-priced prolonged stay section in the U.S. with 650 resorts. ESA’s subsidiary, ESH Hospitality, Inc., is the major lodging REIT in North The united states by device and home rely, with 564 lodges and somewhere around 62,500 rooms in the U.S. ESA also franchises an added 86 Prolonged Keep America® accommodations. Stop by www.esa.com for more information.
About Starwood Capital Team
Starwood Funds Group is a private financial investment organization with a core concentrate on international actual estate, strength infrastructure and oil & gasoline. The Company and its affiliates retain 16 workplaces in 7 international locations close to the environment, and at the moment have somewhere around 4,100 workforce. Considering that its inception in 1991, Starwood Funds Group has lifted over $55 billion of fairness cash, and now has in excessive of $75 billion of belongings under administration. By a series of comingled possibility resources and Starwood Actual Estate Income Believe in, Inc. (SREIT), a non-shown REIT, the Business has invested in just about each individual class of true estate on a world wide foundation, opportunistically shifting asset lessons, geographies and positions in the funds stack as it perceives risk/reward dynamics to be evolving. Starwood Money also manages Starwood Property Belief (NYSE: STWD), the biggest business home finance loan authentic estate expenditure have confidence in in the United States, which has correctly deployed in excess of $63 billion of money given that inception and manages a portfolio of over $17 billion across personal debt and equity investments. More than the previous 29 many years, Starwood Capital Group and its affiliates have effectively executed an expense system that consists of constructing enterprises in both the personal and public markets. Extra details can be discovered at starwoodcapital.com.
About Blackstone Actual Estate
Blackstone is a international leader in actual estate investing. Blackstone’s genuine estate small business was launched in 1991 and has $187 billion of investor cash beneath management. Blackstone is a single of the largest assets owners in the environment, possessing and working assets across just about every significant geography and sector, together with logistics, multifamily and one-spouse and children housing, workplace, hospitality and retail. Our opportunistic money find to acquire undermanaged, effectively-situated assets throughout the entire world. Blackstone’s Main+ system invests in substantially stabilized genuine estate globally via regional open up-ended resources focused on significant-good quality property and Blackstone True Estate Money Have confidence in, Inc. (BREIT), a non-listed REIT that invests in U.S. income-producing belongings. Blackstone Genuine Estate also operates just one of the leading world serious estate debt enterprises, supplying extensive financing answers across the money construction and danger spectrum, together with administration of Blackstone Mortgage Have confidence in (NYSE: BXMT).
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