Today, the three independent candidates nominated by Tarsadia Capital, LLC (together with its affiliates, associates and funds it manages, “Tarsadia”) for election to the Board of Directors (the “Board”) of Extended Stay America, Inc. (“STAY” or the “Company”) issued a letter to STAY shareholders outlining their views on the significant value creation opportunities available to the Company.
The signatories to the letter are Ross Bierkan, former CEO of RLJ Lodging Trust (NYSE: RLJ); Steve Joyce, Former CEO of Choice Hotels (NYSE: CHH) and Dine Brands Global, Inc. (NYSE: DIN); and Mike Leven, former President and Chief Operating Officer of Las Vegas Sands (NYSE: LVS).
The full text of the letter is below.
May 24, 2021
Dear Extended Stay Shareholders,
We are the three candidates that Tarsadia previously nominated privately for election to the Extended Stay America Board of Directors. We are independent of Tarsadia and of each other. While we have refrained from public commentary up to this point, we would like to address the Company’s latest arguments attempting to defend its proposed sale to Blackstone Real Estate Partners (“Blackstone”) and Starwood Capital Group (“Starwood Capital”) (the “Sale”).
The three of us have deep experience in the hospitality industry, having run major hotel chains and asset portfolios. We know this business. And we believe a standalone Extended Stay has a significant opportunity to create value for shareholders, if the Company pursues the right strategy and executes it well.
We believe that this strong brand and base of assets have underperformed their potential and missed out on a number of attractive value creation opportunities over the years. We believe the Sale substantially undervalues STAY and ignores the potential for the Company to benefit from a general lodging industry recovery and a number of policy changes that directly benefit STAY.
We believe there is embedded value in the real estate that is materially accretive. We also note that the Company’s franchise efforts have been inconsistent and there is substantial potential to collaborate with developers and franchisees to accelerate new unit growth. We believe the capital expenditure needs of the Company are manageable, and that operational, capital allocation, corporate structure and strategic (both asset sales or a sale of the whole Company) opportunities abound.
We look forward to bringing our expertise to the Board, once the Sale is rejected and the annual meeting is held. We believe we can help the Company create value for shareholders that is well in excess of $19.50 per share.
There is significant upside to be achieved at STAY, and we are ready and excited to get to work.
For more information about why it is the wrong time and wrong price to sell STAY, please visit: www.ABetterFutureForStay.com.
About Tarsadia Capital
Tarsadia Capital, LLC is the New York-based investment management company of a family office. Tarsadia Capital has a flexible and long-duration investment mandate that focuses on equities and commodities globally. Our investment process employs deep fundamental research on secular inflections to identify and build conviction around asymmetric risk/reward opportunities that will play out over multi-year time horizons.
Tarsadia Capital, LLC (“Tarsadia”), Ravi Bellur, Michael Ching, Vikram Patel, Ross H. Bierkan, Stephen P. Joyce and Michael A. Leven (collectively, the “Participants”) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of proxy as well as a supplement to the definitive proxy statement to be used in connection with the solicitation of proxies from the shareholders of the Company for the Special Meeting. All shareholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants, as they contain important information, including additional information related to the Participants. The definitive proxy statement and an accompanying GOLD proxy card will be furnished to some or all of the Company’s shareholders and will be, along with other relevant documents, available at no charge on Tarsadia’s campaign website at: www.ABetterFutureForStay.com and the SEC website at http://www.sec.gov/.
Information about the Participants and a description of their direct or indirect interests by security holdings is contained in the definitive proxy statement filed by certain of the Participants with the SEC on May 7, 2021 and the supplement to the definitive proxy statement filed by the Participants with the SEC on May 24, 2021. Each of these documents are available free of charge on the SEC website.
This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this letter and the material contained herein are for general information only, and are not intended to provide investment advice. All statements contained in this letter that are not clearly historical in nature or that necessarily depend on future events are “forward-looking statements,” which are not guarantees of future performance or results, and the words “anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,” “estimate,” and similar expressions are generally intended to identify forward-looking statements.
The projected results and statements contained in this letter and the material contained herein that are not historical facts are based on current expectations, speak only as of the date of this letter and involve risks that may cause the actual results to be materially different. Certain information included in this material is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this material in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results.
All figures are unaudited estimates and subject to revision without notice. Tarsadia Capital disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Past performance is not indicative of future results. Tarsadia Capital has neither sought nor obtained the consent from any third party to use any statements or information contained herein that have been obtained or derived from statements made or published by such third parties. Except as otherwise expressly stated herein, any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein.