Extended Stay America Files Investor Presentation in Support of Transaction with Blackstone and Starwood Capital
19 Mai 2021 - 11:15PM
Extended Stay America, Inc. (“ESA”) and its paired-share REIT, ESH
Hospitality, Inc. (“ESH” and, together with ESA, “Extended Stay” or
the “Company”) (NASDAQ: STAY) today filed an investor presentation
with the Securities and Exchange Commission highlighting the
immediate and compelling value the Company’s transaction with
Blackstone and Starwood Capital will deliver to shareholders. The
Special Meetings of Shareholders are scheduled for June 8, 2021.
The presentation emphasizes the fact that the $19.50 per share
all-cash transaction provides compelling value and captures the
future upside inherent in the Company’s strategic plan. It also
highlights four key points that investors should consider before
they vote.
Right Timing
- Unique extended stay model drove resilience during pandemic and
significant sector outperformance
- Pre-announcement stock price at multi-year high already
factoring in post-pandemic recovery and recent strategic
initiatives, providing attractive baseline price for sale
transaction
Right Price
- 50%+ premium to pre pandemic share price provides immediate and
compelling value to shareholders; an implied premium that has only
expanded since the transaction announcement, with lodging stocks
selling off 9%
- Implied transaction multiple of 15.6x trailing 2020 EBITDA,
13.0x forward 2021E EBITDA and 11.0x pro-forma 2019 EBITDA,
compared to STAY’s one-year pre-COVID average multiple of 9.1x
EBITDA
Right Process
- Boards fully committed to maximizing shareholder value having
explored numerous alternatives over multiple years, including OpCo
/ PropCo and a whole company sale
- Thorough market review over several years produced only
Blackstone and Starwood as interested buyers, with no other buyers
emerging since announcement
- Rigorous negotiations over 2 months resulting in 5 price bumps,
overseen by fully engaged and transparent Boards of directors
Right Transaction
- Culmination of thorough, multi-year processes to explore
value-enhancing alternatives
- Supported and endorsed by Management, including the CEO, Bruce
Haase
- Superior to value implied by successful continued execution of
business plan on a time and risk-adjusted basis
The presentation also highlights Tarsadia’s selective
recollection of interactions with STAY, its misinformed perspective
on relevant valuation benchmarks, and its value-destructive
alternatives, including its ill-conceived OpCo / PropCo structure
and levered share repurchases.
A copy of the full presentation can be found at:
https://www.aboutstay.com/static-files/2d16fb4e-7bb1-4938-88f7-4012bee84c58.
Extended Stay shareholders are reminded that their vote is
extremely important, no matter how many shares they own.
Shareholders should vote “FOR” the proposal on the
WHITE proxy card to approve the transaction and
secure the certain, immediate and compelling value of $19.50 per
paired share in cash.
About the CompanyExtended Stay America, Inc.
(“ESA”) and its brand Extended Stay America® is the leading brand
in the mid-priced extended stay segment in the U.S. with 652
hotels. ESA’s subsidiary, ESH Hospitality, Inc., is the largest
lodging REIT in North America by unit and room count, with 564
hotels and approximately 62,500 rooms in the U.S. ESA also
franchises an additional 88 Extended Stay America® hotels. Visit
www.esa.com for more information.
Contacts:
Media:jim.fingeroth@kekstcnc.com or
ruth.pachman@kekstcnc.com
Investors:Rob Ballewir@esa.com (980)
345-1546
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Extended Stay America, Inc.
and ESH Hospitality, Inc. (together, the “Companies”) by a joint
venture of Blackstone Real Estate Partners and Starwood Capital
Group. In connection with the proposed transaction, the Companies
filed with the Securities and Exchange Commission (“SEC”) on April
26, 2021 a definitive joint proxy statement and has or will furnish
the definitive joint proxy statement to the stockholders of the
Companies. STOCKHOLDERS OF THE COMPANIES ARE ADVISED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors may obtain a free copy of the definitive joint proxy
statement and other relevant documents filed by the Companies with
the SEC at the SEC’s Web site at http://www.sec.gov. The definitive
joint proxy statement and such other documents filed with the SEC
may also be obtained for free from the Investor Relations section
of the Companies’ web site
(https://www.aboutstay.com/investor-relations) or by directing a
request to the Companies at ir@esa.com.
Forward-Looking Statements
Certain statements contained in this document constitute
“forward-looking statements” within the meaning of the federal
securities laws. All statements other than statements of historical
facts included in this document may be forward-looking, including
statements regarding, among other things, the Companies’ ability to
meet their debt service obligations, future capital expenditures
(including future acquisitions and hotel renovation programs),
their distribution policies, their development, growth and
franchise opportunities, anticipated benefits or use of proceeds
from dispositions, their plans, objectives, goals, beliefs,
business strategies, business conditions, results of operations,
financial position and business outlook, business trends and future
events, including the COVID-19 pandemic, its effects on the
foregoing, government actions taken in response to the COVID-19
pandemic and actions that the Companies have taken or plan to take
in response to the pandemic and such effects. When used in this
document, the words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “will,” “look forward to” and variations of such words
or similar expressions are intended to identify forward-looking
statements. The forward-looking statements are not historical
facts, and are based upon the Companies’ current expectations,
beliefs, estimates and projections, and various assumptions, many
of which, by their nature, are inherently uncertain and beyond
their control. There can be no assurance that management’s
expectations, beliefs, estimates and projections will be achieved,
and actual results may differ materially from what is expressed in
or indicated by the forward-looking statements.
There are a number of risks, uncertainties and other important
factors, many of which are beyond the Companies’ control, that
could cause their actual results to differ materially from the
forward-looking statements contained in this communication. The
potential risks and uncertainties include, among others, the
possibility that Extended Stay America, Inc. may be unable to
obtain required stockholder approvals or that other conditions to
closing the proposed mergers may not be satisfied, such that the
proposed mergers will not close or that the closing may be delayed;
general economic conditions; the proposed mergers may involve
unexpected costs, liabilities or delays; risks that the transaction
disrupts current plans and operations of the Companies; the outcome
of any legal proceedings related to the proposed mergers; and the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement. For more
details on these and other potential risks and uncertainties,
please refer to the definitive joint proxy statement and the
documents that the Companies file with the SEC. All forward-looking
statements speak only as of the date of this communication or, in
the case of any document incorporated by reference, the date of
that document. The Companies are under no duty to update any of the
forward-looking statements after the date of this document to
conform to actual results, except as required by applicable
law.
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