Blackstone Real Estate Partners and Starwood Capital Group have increased their offer to purchase Extended Stay America to $20.50 per share, $1 per share more than their prior offer. The new offer represents about a 21 percent premium over the stock's closing value on March 12, the last trading day prior to the deal's announcement, according to ESA. ESA has signed an amendment to the previous definitive merger agreement accepting the new offer.
All members of ESA's dual boards—one for ESA and one for its paired-share real estate investment trust ESH Hospitality—unanimously approved the new offer and recommend that shareholders do as well, according to ESA. Previously, two board members had opposed the initial deal, per ESA's proxy statement filed April 13.
The revised offer comes after proxy advisory firm ISS on May 28 recommended a vote against the transaction, according to Tarsadia Capital, an ESA shareholder in opposition to the offer.
"Given the potential upside from the sector-wide recovery and company-specific catalysts, the current deal terms do not appear to offer a sufficiently compelling value relative to the standalone scenario," said ISS in its report, according to Tarsadia. "[C]urrent company-specific circumstances, as well as the favorable sector-wide prospects, have arguably created an environment where for the first time since its IPO, the company finally has an opportunity to successfully execute its strategy."
Further, "[ESA's] own financial advisor's analysis demonstrates that the 15.1 percent premium to the unaffected price is at the lower end of, or even below, what shareholders might expect," said ISS, according to Tarsadia. "The fact that the dissenting directors voiced their unease with the proposed terms substantiates shareholders' concerns regarding the adequacy of the premium."
ESA was to meet June 8 for a vote on the offer. Instead, the company will convene and adjourn that day, and the ESA special meeting has been moved to June 11 at 8:30 a.m. Eastern Time, according to the company.
Tarsadia Capital did not immediately respond to a request for comment.
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