0001193125-15-315482.txt : 20150909 0001193125-15-315482.hdr.sgml : 20150909 20150909112136 ACCESSION NUMBER: 0001193125-15-315482 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150909 DATE AS OF CHANGE: 20150909 GROUP MEMBERS: JEFFREY A. SCHAFFER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Affinity Gaming CENTRAL INDEX KEY: 0001499268 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 020815199 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85867 FILM NUMBER: 151098283 BUSINESS ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: (702) 341-2400 MAIL ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 FORMER COMPANY: FORMER CONFORMED NAME: Affinity Gaming, LLC DATE OF NAME CHANGE: 20110630 FORMER COMPANY: FORMER CONFORMED NAME: Herbst Gaming, LLC DATE OF NAME CHANGE: 20100816 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Group Management LLC CENTRAL INDEX KEY: 0001492240 IRS NUMBER: 134064617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1250 BROADWAY, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212.687.9555 MAIL ADDRESS: STREET 1: 1250 BROADWAY, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 SC 13D/A 1 d54051dsc13da.htm AMENDMENT NO. 6 TO SCHEDULE 13 D Amendment No. 6 To Schedule 13 D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

Affinity Gaming

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

Stephen C. Jacobs

Chief Operating Officer and General Counsel

Spectrum Group Management LLC

1250 Broadway, 19th Floor

New York, NY 10001

(212) 687-9555

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 8, 2015

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  x

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. Not applicable  

 

  1   

Names of Reporting Persons.

 

Spectrum Group Management LLC

I.R.S. Identification Nos. of above persons (entities only)

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

AF

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

     8   

Shared Voting Power

 

2,027,608

     9   

Sole Dispositive Power

 

   10   

Shared Dispositive Power

 

2,027,608

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,027,608

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

9.9%

14  

Type of Reporting Person (See Instructions)

 

IA

 

 

2


CUSIP No. Not Applicable  

 

  1   

Names of Reporting Persons.

 

Jeffrey A. Schaffer

I.R.S. Identification Nos. of above persons (entities only)

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

AF

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

     8   

Shared Voting Power

 

2,027,608

     9   

Sole Dispositive Power

 

   10   

Shared Dispositive Power

 

2,027,608

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,027,608

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

9.9%

14  

Type of Reporting Person (See Instructions)

 

IN

 

 

3


Item 1. Security and Issuer

This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on June 6, 2013, as amended on October 15, 2013, December 5, 2013, July 31, 2014, May 19, 2015, and June 4, 2015 relating to the common stock, $0.001 par value (the “Common Stock”) of Affinity Gaming, a Nevada corporation (the “Issuer”). The address of the executive offices of the Issuer is 3755 Breakthrough Way, Suite 300, Las Vegas, Nevada, 89135.

This Amendment No. 6 is being filed by Spectrum Group Management LLC (the “Management Company”) and Mr. Jeffrey A. Schaffer (“Mr. Schaffer” and together with the Management Company, the “Reporting Persons”).

Certain terms used but not defined in this Amendment No. 6 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule 13D, as amended. The Schedule 13D is hereby amended and supplemented by this Amendment No. 6 as follows:

Item 4. Purpose of Transaction

On September 8, 2015, the parties to the Agreement entered into an amendment no. 4 to the Agreement (the “Amendment”) to add Barclays Bank PLC (“Barclays,” and together with the other parties to the agreement, the “Other Holders”) as a party to the Agreement. The Amendment is set forth as Exhibit 99.7 to this Amendment No. 6 and incorporated by reference herein. Except as set forth in the Amendment, all other terms and conditions of the Agreement as previously disclosed on this Schedule 13D remain in full force and effect without amendment.

Item 5. Interest in Securities of the Issuer

(a) – (b) The information contained in rows, 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 6 is hereby incorporated herein by reference.

Based solely upon the Schedule 13Ds filed by the Other Holders and the information in the Amendment, the Other Holders beneficially own 8,079,686 shares of Common Stock, constituting approximately 39.6% of the 20,379,687 outstanding shares of Common Stock, as reported on the Issuer’s quarterly report on Form 10-Q filed on August 10, 2015. In the event that the Reporting Persons and the Other Holders were deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act as a result of the matters described in Item 4 above, such group could be deemed to beneficially own 10,107,294 shares, constituting approximately 49.6% of the outstanding shares of Common Stock. The Reporting Persons expressly disclaim the existence of a group, as well as beneficial ownership of the shares of Common Stock held by the Other Holders.

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer

As described in Item 4 above, the Management Company and the remaining Other Holders have entered into the Amendment.

Item 7. Material to be Filed as Exhibits

 

Exhibit 99.7    Amendment No. 4 to the Agreement Among Stockholders, dated September 8, 2015

 

4


S I G N A T U R E

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.

Date: September 9, 2015

 

SPECTRUM GROUP MANAGEMENT LLC

/s/ Jeffrey A. Schaffer

Name: Jeffrey A. Schaffer
Title:   Managing Member
JEFFREY A. SCHAFFER

/s/ Jeffrey A. Schaffer

 

5

EX-99.7 2 d54051dex997.htm EX-99.7 EX-99.7

Exhibit 99.7

AMENDMENT NO. 4

This AMENDMENT NO. 4 (this “Amendment”) is made and entered into as of September 8, 2015, with reference to that certain Agreement, dated as of May 29, 2013 (as amended, supplemented or otherwise modified in accordance with the terms thereof, the “Stockholders Agreement”), by and between each of the parties thereto (each such entity and any other person who becomes bound by the Stockholders Agreement as contemplated by clause (a) of Section 1 thereof, a “Stockholder” and collectively, the “Stockholders”) and Barclays Bank PLC (the “Joining Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Stockholders Agreement.

WHEREAS, as of the date hereof, the Joining Party owns the Shares set forth under its signature hereto;

WHEREAS, the Joining Party desires to be made a party to the Stockholders Agreement and the other Stockholders party thereto desire to accept such joinder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the Stockholders and the Joining Party agree as follows:

1. Joinder. The Joining Party shall be deemed to be a party to the Stockholders Agreement as of the date hereof, shall be deemed to be a “Stockholder” for all purposes thereunder and shall have all of the rights and obligations of a Stockholder thereunder as if it had executed the Stockholders Agreement.

2. Representations, Warranties and Undertakings of the Joining Party: The Joining Party: (a) hereby agrees to be bound by and comply with all of the terms, provisions and conditions contained in the Stockholders Agreement, (b) represents and warrants to each other Stockholder, as of the execution of this Amendment, that it can, and hereby does, make the representations and warranties of the Stockholders set forth in Section 3 of the Stockholders Agreement (provided that all references to the “Currently Owned Shares” set forth in such Section 3 shall be deemed to refer to the Shares set forth below the Joining Party’s name on the signature page to this Amendment); and (c) acknowledges and agrees that the undertakings set forth in this Amendment are for the benefit of, and may be enforced by, each Stockholder.

3. Restrictions on Transfer. Section 1(d) of the Stockholders Agreement shall be amended and restated in its entirety as follows: “(d) such Transfer is by either (i) Highland Capital Management LP, (ii) Spectrum Group Management, LLC, (iii) One East Partners Opportunities, L.P. and One East Partners Master, L.P., acting together, or (iv) Barclays Bank PLC (each, in such transferring capacity, “Transferring Owner”), representing a Transfer of all or a portion of the Owned Shares held by such Transferring Owner, to SPH Manager, LLC, after not less than five (5) business days’ notice of the proposed Transfer to each other Stockholder.”

4. Miscellaneous. Except for clauses (a), (d) and (l) thereof, Section 5 of the Stockholders Agreement is incorporated herein, mutatis mutandis.


5. Effectiveness. This Amendment shall be effective as of the date first written above by and among each Stockholder that has executed this Amendment as of such date.

6. Ratification. Except as specifically modified herein, all terms and conditions of the Stockholders Agreement are hereby ratified and confirmed in all respects and shall remain in full force and effect.

[Signature page follows.]


IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the day and year written above.

 

SPH MANAGER, LLC       SPECTRUM GROUP MANAGEMENT, LLC
By:  

/s/ Edward A. Mulé

      By:  

/s/ Jeffrey A. Schaffer

Name: Edward A. Mulé       Name: Jeffrey A. Schaffer
Title: Member       Title: Managing Member
HIGHLAND CAPITAL MANAGEMENT LP       ONE EAST PARTNERS OPPORTUNITIES, L.P.
By:  

/s/ Frank Waterhouse

      By:  

/s/ James Cacioppo

Name: Frank Waterhouse       Name: James Cacioppo
Title: Authorized Signatory       Title: Managing Partner of One East Capital
        Advisors, L.P., its Investment Advisor
ONE EAST PARTNERS MASTER, L.P.       BARCLAYS BANK PLC
By:  

/s/ James Cacioppo

      By:  

/s/ Alex Stromberg

Name: James Cacioppo       Name: Alex Stromberg
Title: Managing Partner of One East Capital       Title: Managing Director
Advisors, L.P., its Investment Advisor       Shares: 814,367
      Address for notices:
      745 Seventh Avenue, 2nd Floor
      New York, NY 10019