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.”

In order to ensure STAY shareholders have sufficient time to consider the amended merger agreement, the Special Meetings of the Shareholders of the Company scheduled for June 8, 2021 will be convened and then adjourned. The ESA Special Meeting will be reconvened on June 11, 2021, at 8:30 a.m., Eastern Time, and the ESH Special Meeting will be reconvened on June 11, 2021, at 9:30 a.m., Eastern Time. The reconvened Special Meetings will be held exclusively online via a live audio webcast at www.virtualshareholdermeeting.com/STAY2021SM. The record date for the Special Meetings will remain April 19, 2021.

The transaction has received all regulatory approvals and is on track to close on June 16, 2021 pending shareholder approval at the reconvened Special Meetings on June 11, 2021. The Company’s boards of directors both unanimously recommend that STAY shareholders vote to approve the transaction at the reconvened Special Meetings of Shareholders.

As required under the terms of the Company’s definitive merger agreement, the Board of Directors of ESA intends to declare a special cash dividend of $1.75 per share of common stock of ESA payable immediately before the effective time of the proposed mergers to holders of record as of the close of business on the day before the date on which the effective time will occur. If (but only if) the merger agreement, as amended, is approved by the STAY shareholders on June 11, 2021 at the reconvened Special Meetings of the Company and the other conditions to the closing are satisfied and waived, the special cash dividend will be payable on June 16, 2021, to holders of record of ESA common stock as of the close of business on June 15, 2021, and the merger effective time will occur immediately after on June 16, 2021.

Company shareholders who hold their paired shares of common stock on the record date for the special cash dividend and through the effective time of the merger will be entitled to receive an aggregate of $20.50 in cash, consisting of the $1.75 special cash dividend and merger consideration which, as reduced by the $1.75 special cash dividend, is comprised of $10.40 per share of ESA common stock and $8.35 per share of Class B common stock of ESH.

Whether or not STAY shareholders attend the reconvened Special Meetings, both STAY boards urge all Company shareholders to vote “FOR” the proposed mergers by voting your WHITE proxy card today, either by internet, telephone or mail. Shareholders who have already voted do not need to recast their votes unless they wish to change their votes. Proxies previously submitted will be voted at the reconvened Special Meetings unless properly revoked. Shareholders who have not already voted or wish to change their vote are encouraged to do so. Voting today by internet, telephone, or mail cancels any vote previously cast. Only the latest dated proxy, internet or telephonic vote counts. If you have any questions, or need assistance in voting your shares, please immediately contact Okapi Partners LLC, our proxy solicitor, at (877) 629-6357 (toll-free) or at info@okapipartners.com.

Additional details regarding the amended definitive merger agreement will be described in a Form 8-K and proxy supplement filed with the Securities and Exchange Commission.

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