Washington, D.C.  20549

 

 

 

Extended Stay America, Inc. / ESH Hospitality, Inc.

 

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

 

30224P 200

 

 

 

 

 

 

 

(i)	Centerbridge Credit Partners, L.P., a Delaware limited partnership (“CCP”), with respect to the Paired Shares beneficially owned by it;

 

(ii)	Centerbridge Credit Partners TE Intermediate I, L.P., a Delaware limited partnership (“CCPTEI”), with respect to the Paired Shares beneficially owned by it;

 

(iii)

Centerbridge Credit Partners General Partner, L.P., a Delaware limited partnership (“CCPGP”), as general partner of CCP and CCPTEI, with respect to the Paired Shares beneficially owned by CCP and CCPTEI;

 

(iv)	Centerbridge Credit GP Investors, L.L.C., a Delaware limited liability company (“CCGPI”), as general partner of CCPGP, with respect to the Paired Shares beneficially owned by CCP and CCPTEI;

 

(v)	Centerbridge Credit Partners Offshore Intermediate III, L.P., a Delaware limited partnership (“CCPOIII”), with respect to the Paired Shares beneficially owned by it;

 

(vi)	Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware limited partnership (“CCPOGP”), as general partner of CCPOIII, with respect to the Paired Shares beneficially owned by CCPOIII;

 

(vii)

Centerbridge Credit Offshore GP Investors, L.L.C., a Delaware limited liability company (“CCOGPI”), as general partner of CCPOGP, with respect to the Paired Shares beneficially owned by CCPOIII;

 

(viii)

Centerbridge Capital Partners AIV VI-A, L.P., a Delaware limited partnership (“VI-A”), with respect to the Paired Shares beneficially owned by it;

 

(ix)	Centerbridge Capital Partners AIV VI-B, L.P., a Delaware limited partnership (“VI-B”), with respect to the Paired Shares beneficially owned by it;

 

(x)	Centerbridge Capital Partners Strategic AIV I, L.P., a Delaware limited partnership (“SAIV”), with respect to the Paired Shares beneficially owned by it;

 

(xi)	Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“SBS”), with respect to the Paired Shares beneficially owned by it;

 

(xii)

Centerbridge Associates, L.P., a Delaware limited partnership (“CALP”), as general partner of VI-A, VI-B, SAIV and SBS, with respect to the Paired Shares beneficially owned by VI-A, VI-B, SAIV and SBS;

 

(xiii)

Centerbridge GP Investors, LLC, a Delaware limited liability company (“CGPI”), as general partner of CALP, with respect to the Paired Shares beneficially owned by VI-A, VI-B, SAIV and SBS;

 

(xiv)

Mark T. Gallogly (“Mr. Gallogly”), as managing member of CGPI, CCOGPI and CGPI, with  respect to the Paired Shares beneficially owned by CCP, CCPTEI, CCGPI, CCPOIII, VI-A, VI-B, SAIV and SBS; and

 

(xv)	Jeffrey H. Aronson (“Mr. Aronson”) as managing member of CGPI, CCOGPI and CGPI, with  respect to the Paired Shares beneficially owned by CCP, CCPTEI, CCGPI, CCPOIII, VI-A, VI-B, SAIV and SBS.

 

 

 

 

 

 

 

 

 

 

 

Representation.

 

 

On June 10, 2014, the Issuer filed a joint registration statement contemplating the sale by each of the Sponsors of Paired Shares totalling, together with Paired Shares sold by the other Sponsors, in the aggregate 21,000,000 Paired Shares, assuming no exercise of the underwriters’ over-allotment option.  There is no assurance that the sales contemplated by the registration statement will be completed or, if completed, that the number of Paired Shares sold by any of the Sponsors, or the Sponsors in aggregate, will not be greater or fewer than is currently contemplated.

1.	Centerbridge Credit Partners, L.P.

a.	Amount beneficially owned: 10,493,278

b.	Percent of class: 5.1%.

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 10,493,278

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 10,493,278

2.	Centerbridge Credit Partners TE Intermediate I, L.P.

a.	Amount beneficially owned: 12,858,176

b.	Percent of class: 6.3%

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 12,858,176

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 12,858,176

3.	Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit GP Investors, L.L.C.

a.	Amount beneficially owned: 23,351,454

b.	Percent of class: 11.4%

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 23,351,454

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 23,351,454

4.	Centerbridge Credit Partners Offshore Intermediate III, L.P., Centerbridge Credit Partners Offshore General Partner, L.P. and Centerbridge Credit Offshore GP Investors, L.L.C.

a.	Amount beneficially owned: 4,504,341

b.	Percent of class: 2.2%

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 4,504,341

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 4,504,341

5.	Centerbridge Capital Partners AIV VI-A, L.P.

a.	Amount beneficially owned: 13,435,094

b.	Percent of class: 6.6%

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 13,435,094

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 13,435,094

6.	Centerbridge Capital Partners AIV VI-B, L.P.

a.	Amount beneficially owned: 13,430,085

b.	Percent of class: 6.6

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 13,430,085

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 13,430,085

7.	Centerbridge Capital Partners Strategic AIV I, L.P.

a.	Amount beneficially owned: 899,604

b.	Percent of class: 0.4%

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 899,604

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 899,604

8.	Centerbridge Capital Partners SBS, L.P.

a.	Amount beneficially owned: 91,013

b.	Percent of class:Less than 0.1%

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 91,013

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 91,013

9.	Centerbridge Associates, L.P. and Centerbridge GP Investors, LLC

a.	Amount beneficially owned: 27,855,796

b.	Percent of class: 13.6%

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 27,855,796

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 27,855,796

10.	Mark T. Gallogly and Jeffrey H. Aronson

a.	Amount beneficially owned: 55,711,591

b.	Percent of class: 27.2%

c.	Voting and dispositive power:

i.	Sole power to vote or to direct the vote: -0-

ii.	Shared power to vote or direct the vote: 55,711,591

iii.	Sole power to dispose or direct the disposition of: -0-

iv.	Shared power to dispose or direct the disposition of: 55,711,591

As of the date of this Schedule 13D, other than the Stockholders’ Agreement, the Registration Rights Agreement and the registration of the proposed offering of Paired Shares by the Sponsors, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

 

 

 

 

 

 

	CENTERBRIDGE CREDIT PARTNERS TE INTERMEDIATE I, L.P.
	BY: CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P., its general partner
	BY: CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., its general partner
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory

 

 

	CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P.
	BY: CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., its general partner
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:     Authorized Signatory

 

 

	CENTERBRIDGE CREDIT GP INVESTORS, LLC
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory

 

 

	CENTERBRIDGE CREDIT PARTNERS OFFSHORE INTERMEDIATE III, L.P.
	BY: CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P., its general partner
	BY:  CENTERBRIDGE CREDIT OFFSHORE GP INVESTORS, L.L.C., its general partner
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory

 

 

	CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P.
	BY:  CENTERBRIDGE CREDIT OFFSHORE GP INVESTORS, L.L.C., its general partner
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory

 

 

	CENTERBRIDGE CREDIT OFFSHORE GP INVESTORS, L.L.C.
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory

 

 

	CENTERBRIDGE CAPITAL PARTNERS AIV VI-A, L.P.
	BY: CENTERBRIDGE ASSOCIATES, L.P., its general partner
	BY:  CENTERBRIDGE GP INVESTORS, LLC, its general partner
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory

 

 

	CENTERBRIDGE CAPITAL PARTNERS AIV VI-B, L.P.
	BY: CENTERBRIDGE ASSOCIATES, L.P., its general partner
	BY:  CENTERBRIDGE GP INVESTORS, LLC, its general partner
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:   Authorized Signatory

 

 

	CENTERBRIDGE CAPITAL PARTNERS STRATEGIC AIV I, L.P.
	BY: CENTERBRIDGE ASSOCIATES, L.P., its general partner
	BY:  CENTERBRIDGE GP INVESTORS, LLC, its general partner
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory

 

 

	CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
	BY: CENTERBRIDGE ASSOCIATES, L.P., its general partner
	BY:  CENTERBRIDGE GP INVESTORS, LLC, its general partner
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory

 

 

	CENTERBRIDGE ASSOCIATES, L.P.
	BY:  CENTERBRIDGE GP INVESTORS, LLC, its general partner
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory

 

 

	CENTERBRIDGE GP INVESTORS, LLC
	By:	/s/ Mark T. Gallogly
		Name:  Mark T. Gallogly
		Title:    Authorized Signatory