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[ ]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[X]
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Rule 13d-1(d)
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CUSIP NO. 30224P200
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Page 2 of 6 Pages
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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5.
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Sole Voting Power
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Number of
Shares
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55,711,591 (see Note 1 to Item 4 below)
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
55,711,591 (see Note 1 to Item 4 below)
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. 30224P200
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Page 3 of 6 Pages
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This Amendment No. 1 to the Extended Stay America, Inc. / ESH Hospitality, Inc. 13G, filed with the Securities and Exchange Commission on February 14, 2014 (the “Original 13G”), is being filed to amend the Original 13G. The Original 13G was filed with the incorrect subject company central index key (“CIK”) and this Amendment No. 1 is being filed to correct the error.
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Item 1(a).
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Name of Issuer:
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Extended Stay America, Inc. / ESH Hospitality, Inc.
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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11525 N. Community House Road, Suite 100
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Charlotte, North Carolina 28277
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Item 2(a).
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Name of Person Filing
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Paulson & Co. Inc.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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1251 Avenue of the Americas, New York, NY 10020
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Item 2(c).
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Citizenship:
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Delaware corporation
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.01 par value per share of Extended Stay America, Inc.
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Class B Common Stock, $0.01 par value per share of ESH Hospitality, Inc.
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Item 2(e).
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CUSIP Number:
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30224P200
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CUSIP NO. 30224P200
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Page 4 of 6 Pages
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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|||||
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Not applicable.
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Item 4.
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Ownership:
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|||||
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Item 4(a).
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Amount Beneficially Owned: 55,711,591 (see Note 1)
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Item 4(b).
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Percent of Class: 27.2%
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Item 4(c).
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Number of shares as to which such person has:
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|||||
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(i)
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Sole power to vote or direct the vote: 55,711,591 (see Note 1)
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(ii)
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Shared power to vote or to direct the vote: 0
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|||||
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(iii)
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Sole power to dispose or to direct the disposition of: 55,711,591 (see Note 1)
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Note 1: Paulson & Co. Inc. (“Paulson”), an investment advisor that is registered under the Investment Advisors Act of 1940, and its affiliates furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts (such investment funds and accounts, the “Funds”). In its role as investment advisor, or manager, Paulson possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds. All securities reported in this schedule are owned by the Funds. Paulson disclaims beneficial ownership of such securities.
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||||||
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CUSIP NO. 30224P200
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Page 5 of 6 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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All securities reported in this schedule are owned by Paulson’s advisory clients, none of which to Paulson’s knowledge owns more than 5% of the class. Paulson itself disclaims beneficial ownership of all such securities.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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Each of Extended Stay America, Inc., certain funds or accounts managed by The Blackstone Group L.P. (collectively, “Blackstone”), certain funds or accounts managed by Centerbridge Partners L.P. (collectively, “Centerbridge”), and certain funds or accounts managed by Paulson & Co. Inc. (collectively, “Paulson” and together with Blackstone and Centerbridge, the “Sponsor Shareholders”) is a party to a Stockholders’ Agreement, dated as of November 18, 2013 (the “Stockholders’ Agreement”). The Stockholders’ Agreement, among other terms, requires the Sponsor Shareholders to vote their Paired Shares and Extended Stay America, Inc. to vote its Class B common stock, par value $0.01 (“Class B Shares”) for directors that are designated in accordance with the provisions of the Stockholders’ Agreement. Each of Blackstone, Centerbridge and Paulson has the right to designate one director at each of Extended Stay America, Inc. and ESH Hospitality, Inc., so long as it owns at least 5% of the outstanding Paired Shares. Given the terms of the Stockholders’ Agreement, as of the date hereof, Extended Stay America, Inc. and each of the Sponsor Shareholders and certain of their respective affiliates may be deemed to be a member of a group that owns 167,134,774 Paired Shares and 250,295,833 Class B Shares, or 81.6% of the outstanding Paired Shares, 55% of all Class B Shares and 100% of the unpaired Class B Shares (in each case, calculated in accordance with Rule 13d-3(d) of the Act).
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
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Item 10.
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Certification:
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Not applicable.
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CUSIP NO. 30224P200
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Page 6 of 6 Pages
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Date: February 19, 2014
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PAULSON & CO. INC.
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By: /s/ Stuart L. Merzer
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Stuart L. Merzer
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General Counsel & Chief Compliance Officer
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