Benzinga | Jun 1, 2021 08:02AM EDT

Blackstone And Starwood Capital Increase Offer To Acquire Extended Stay America To $20.50 In Cash Per Paired Share And Amend Definitive Merger Agreement

Extended Stay America, Inc. ("ESA") and its paired-share REIT, ESH Hospitality, Inc. ("ESH" and together with ESA, the "Company" or "STAY") (NASDAQ:STAY), Blackstone Real Estate Partners ("Blackstone") and Starwood Capital Group ("Starwood Capital") announced today that they have signed an amendment to their previously announced definitive merger agreement. Under the terms of the merger agreement, as amended, a 50/50 joint venture between funds managed by Blackstone and Starwood Capital will now pay STAY shareholders an additional $1.00 per paired share in cash for a total consideration of $20.50 per paired share in cash. The merger agreement, as amended, has been unanimously approved by the entire boards of directors of both ESA and ESH.

The $20.50 per paired share consideration represents the Blackstone/Starwood Capital joint venture's best and final offer and a 21.0% premium over the closing STAY price of $16.94 on March 12, 2021, the last trading day prior to the execution of the merger agreement on March 14, 2021. The Company encourages shareholders to consider the meaningful downside risk recognized by independent third parties in the event a transaction is not approved. The Company notes that the amended transaction represents an implied 30.3% premium, which ranks in the 81st percentile of precedent REIT all-cash transactions since 2013, based on the extrapolated STAY stock price since the March 15th announcement over which time lodging companies have traded down 7.1%.1

Doug Geoga, Chairman of the Boards of the Company, said, "The STAY boards and management team are committed to acting in the best interests of the Company and all of our shareholders, and appreciate the input that we have received from shareholders throughout this process. At this enhanced offer price, we are also pleased to have the support of all 11 of our directors as each and every one of us views a sale of the Company for $20.50 per paired share in cash today as the best outcome possible for shareholders."

Bruce Haase, CEO and President of the Company, said, "I believe this revised offer from Blackstone and Starwood Capital reflects a uniquely compelling value proposition for our shareholders and is superior to any viable alternative for the Company."

Tyler Henritze, Head of Acquisitions Americas for Blackstone Real Estate, said, "We are pleased that the revised offer and merger agreement have been approved by every director of ESA and ESH's boards. Pending shareholder approval of this best and final offer, we look forward to closing the transaction in mid-June."

Barry Sternlicht, CEO of Starwood Capital, stated, "This revised offer allows STAY shareholders to recognize significant value for their shares. We are grateful for the Boards' unanimous support and look forward to gaining that support from STAY shareholders as well."