AGREEMENT AND PLAN OF MERGER AMONG EAGLE PARENT HOLDINGS L.P.,Agreement and Plan of Merger • March 16th, 2021 • ESH Hospitality, Inc. • Hotels & motels • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 14, 2021, is made by and among Eagle Parent Holdings L.P., a Delaware limited partnership (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“MergerCo 1”), Eagle Merger Sub 2 Corporation, a Delaware corporation and a wholly owned subsidiary of MergerCo 1 (“MergerCo 2”), Extended Stay America, Inc., a Delaware corporation (the “Company”), and ESH Hospitality, Inc., a Delaware corporation (“Hospitality” and together with the Company, the “Paired Entities”).
PERSONAL AND CONFIDENTIALPersonal and Confidential • March 16th, 2021 • ESH Hospitality, Inc. • Hotels & motels • Delaware
As you know, Extended Stay America, Inc., a Delaware corporation, and ESH Hospitality, Inc., a Delaware corporation (collectively, the “Company”), recently entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eagle Parent Holdings, L.P., a Delaware limited partnership, which, if completed, will result in the Company becoming an indirect wholly owned subsidiary of Eagle Parent Holdings, L.P. (such entity, “Parent”, and such transaction, the “Transaction”). In light of the possibility that you will become entitled to payments and benefits that are contingent on the Transaction which are deemed “parachute payments” under Sections 280G and 4999 of the Internal Revenue Code, as amended (the “Code”), the Company has determined that it is in its best interests to ensure that you are protected against any excise tax that could be imposed under Section 4999 of the Code.
