Extended Stay America Files Preliminary Proxy Statement and Reiterates Board and Management Support for Acquisition Agreement With Blackstone and Starwood Capital - Seite 2

Doug Geoga, Chairman of the Boards of the Company, stated: “We are extremely pleased to be able to recommend this transaction. Our recommendation reflects careful consideration of all of the alternatives available to the Company to maximize shareholder value, including continuing to pursue our strategic plan and the Boards’ thorough efforts reviewing strategic alternatives over the years. As our preliminary proxy statement describes, the Boards have extensively explored ways to enhance value for shareholders over our life as a public company, both organically and inorganically.

“As a result, our Boards have a well-informed and realistic assessment of a full range of value enhancing alternatives together with their potential benefits and risks, and determined that this transaction, with its significant multiple premium over both our pre-pandemic and current paired share price, to be in the best interests of our paired shareholders. We are pleased to provide shareholders today with additional context regarding the rigorous and thoughtful process that our Boards conducted in collaboration with our management team and outside advisors, in our preliminary proxy statement, which is now on file with the SEC.”  

The preliminary joint proxy statement details the benefits of the transaction, including:

Immediate, certain and compelling value to shareholders

• The transaction provides a significant premium to shareholders
  

At $19.50 per share, the transaction delivers a meaningful premium to shareholders across multiple time horizons, including at the high end of precedent REIT transactions based on the trailing 30-trading day VWAP, 3-month VWAP and 52-week high prior to announcement.¹
The $19.50 per share all cash price represents:

○  A 51% premium to the company’s pre-pandemic share price²
○  A 15% premium to the $16.94 closing price the day prior to the announcement
○  A 23% premium to the 30-trading day volume weighted average price
○  A 28% premium to the 3-month volume weighted average price
○  A 44% premium to the 6-month volume weighted average price
○  A 76% premium to the 12-month volume weighted average price
○  A 15% premium to the 52-week high closing price

• The transaction represents a valuation well above Extended Stay’s historic EBITDA multiple  
  

The transaction values the Company at 11.0x EBITDA for 2019³, the most recently completed fiscal year prior to the pandemic, which reflects EBITDA that was 42% above that achieved in 2020, 19% above 2021 estimated consensus EBITDA and a level that is not expected to be achieved again until at least 2023, assuming successful execution of STAY’s strategic plan.