0001104659-16-092611.txt : 20160201 0001104659-16-092611.hdr.sgml : 20160201 20160201061005 ACCESSION NUMBER: 0001104659-16-092611 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20160201 DATE AS OF CHANGE: 20160201 GROUP MEMBERS: JAMES J. ZENNI, JR. GROUP MEMBERS: Z CAPITAL GROUP, L.L.C. GROUP MEMBERS: Z CAPITAL HG, L.L.C. GROUP MEMBERS: Z CAPITAL PARTNERS FUND HOLDINGS I, L.L.C. GROUP MEMBERS: Z CAPITAL PARTNERS GP I, L.P. GROUP MEMBERS: Z CAPITAL PARTNERS GP II, L.P. GROUP MEMBERS: Z CAPITAL PARTNERS I, L.P. GROUP MEMBERS: Z CAPITAL PARTNERS II-A, L.P. GROUP MEMBERS: Z CAPITAL PARTNERS UGP, L.L.C. GROUP MEMBERS: ZENNI HOLDINGS, LLC 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: 161375332 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: Z CAPITAL PARTNERS, L.L.C. CENTRAL INDEX KEY: 0001664612 IRS NUMBER: 412263648 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 N. FIELD DRIVE STREET 2: SUITE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-235-8100 MAIL ADDRESS: STREET 1: 150 N. FIELD DRIVE STREET 2: SUITE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 SC 13D/A 1 a16-3244_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments

Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 27)*

AFFINITY GAMING

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

Martin J. Auerbach, Esq.

c/o Z Capital Partners, L.L.C.

1330 Avenue of the Americas

Suite 1100

New York, NY 10019

(212) 595-8400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 29, 2016

(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 §§240.13d-1 (e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* 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 (the “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).

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

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL HG, L.L.C.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,766,777.50

			8	Shared Voting Power 0

			9	Sole Dispositive Power 1,766,777.50

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,766,777.50

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

	13	Percent of Class Represented by Amount in Row (11) 8.7% (1)

	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL PARTNERS FUND HOLDINGS I, L.L.C.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 2,990,326.93

			8	Shared Voting Power 0

			9	Sole Dispositive Power 2,990,326.93

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,990,326.93

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

	13	Percent of Class Represented by Amount in Row (11) 14.7% (1)

	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL PARTNERS II-A, L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,152,514.61

			8	Shared Voting Power 0

			9	Sole Dispositive Power 1,152,514.61

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,152,514.61

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

	13	Percent of Class Represented by Amount in Row (11) 5.7% (1)

	14	Type of Reporting Person (See Instructions) PN

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL PARTNERS I, L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 2,990,326.93

			8	Shared Voting Power 0

			9	Sole Dispositive Power 2,990,326.93

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,990,326.93

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

	13	Percent of Class Represented by Amount in Row (11) 14.7% (1)

	14	Type of Reporting Person (See Instructions) PN

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL PARTNERS GP I, L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 5,577,606.10

			8	Shared Voting Power 0

			9	Sole Dispositive Power 5,577,606.10

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,577,606.10

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

	13	Percent of Class Represented by Amount in Row (11) 27.4% (1)

	14	Type of Reporting Person (See Instructions) PN

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL PARTNERS GP II, L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 2,668,775.30

			8	Shared Voting Power 0

			9	Sole Dispositive Power 2,668,775.30

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,668,775.30

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

	13	Percent of Class Represented by Amount in Row (11) 13.1% (1)

	14	Type of Reporting Person (See Instructions) PN

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL PARTNERS UGP, L.L.C.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 8,246,381.40

			8	Shared Voting Power 0

			9	Sole Dispositive Power 8,246,381.40

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,246,381.40

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

	13	Percent of Class Represented by Amount in Row (11) 40.5% (1)

	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL PARTNERS, L.L.C.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 8,246,381.40

			8	Shared Voting Power 0

			9	Sole Dispositive Power 8,246,381.40

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,246,381.40

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

	13	Percent of Class Represented by Amount in Row (11) 40.5% (1)

	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL GROUP, L.L.C.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 8,246,381.40

			8	Shared Voting Power 0

			9	Sole Dispositive Power 8,246,381.40

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,246,381.40

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

	13	Percent of Class Represented by Amount in Row (11) 40.5% (1)

	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons ZENNI HOLDINGS, LLC

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 8,246,381.40

			8	Shared Voting Power 0

			9	Sole Dispositive Power 8,246,381.40

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,246,381.40

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

	13	Percent of Class Represented by Amount in Row (11) 40.5% (1)

	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

(1) See Item 5 hereto.

SCHEDULE 13D

	1	Name of Reporting Persons JAMES J. ZENNI, JR.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) WC

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 8,246,381.40

			8	Shared Voting Power 0

			9	Sole Dispositive Power 8,246,381.40

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,246,381.40

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

	13	Percent of Class Represented by Amount in Row (11) 40.5% (1)

	14	Type of Reporting Person (See Instructions) IN

(1) See Item 5 hereto.

SCHEDULE 13D

Item 1. Security and Issuer.

This Amendment No. 27 to Schedule 13D (“Amendment No. 27”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on October 23, 2012 (as amended and supplemented to date, the “Schedule 13D”) relating to the common stock, $0.001 par value (the “Common Stock”) of Affinity Gaming, a Nevada corporation (the “Issuer”), as amended by Amendment No. 1 through Amendment No. 26 previously filed with the SEC.

Beginning in July 2015, the entity previously known as Z Capital Partners, L.L.C. and certain of its affiliates underwent a restructuring, which included name changes to various entities and the addition of several new entities. The entity referred to as “Z Capital Partners, L.L.C.” in previous filings was renamed “Z Capital Group, L.L.C.,” and a newly formed Delaware limited liability company and wholly owned subsidiary of such entity assumed the name “Z Capital Partners, L.L.C.” Effective January 1, 2016, two other affiliates that were included as reporting persons in previous Schedule 13D filings were renamed: “Z Capital Special Situations GP, L.P.” was renamed “Z Capital Partners GP I, L.P.” and “Z Capital Special Situations UGP, L.L.C.” was renamed “Z Capital Partners UGP, L.L.C.”

This Amendment No. 27 is being filed to report the events in Item 4, as well as to report the following as additional Reporting Persons as a result of the above mentioned restructuring and described in further detail in Item 2: Z Capital HG, L.L.C.; Z Capital Partners Fund Holdings I, L.L.C.; Z Capital Partners II-A, L.P.; Z Capital Partners I, L.P.; Z Capital Partners GP II, L.P.; and Z Capital Partners, L.L.C. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by replacing the text in Item 2 of the Schedule 13D with the following:

This statement on Schedule 13D is being jointly filed by the parties identified below. All of the filers of this Schedule 13D are collectively referred to as the “Reporting Persons.” The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1 and incorporated herein by reference.

(a)-(c) The following are Reporting Persons: Z Capital HG, L.L.C., a Delaware limited liability company (“Z Capital HG”) and a private equity fund; Z Capital Partners Fund Holdings I, L.L.C., a Delaware limited liability company (“Holdings I”) and a private equity fund; Z Capital Partners II-A, L.P., a Delaware limited partnership (“Partners II-A”) and a private equity fund; Z Capital Partners I, L.P., a Delaware limited partnership (“Partners I”), which owns a majority of the membership interests of Holdings I; Z Capital Partners GP I, L.P., a Delaware limited partnership (“GP I”), which serves as managing member or general partner of various entities that are holders of the Issuer’s Common Stock, including Z Capital HG and Partners I; Z Capital Partners GP II, L.P., a Delaware limited partnership (“GP II”), which serves as general partner of several entities that are holders of the Issuer’s Common Stock, including Partners II-A; Z Capital Partners UGP, L.L.C., a Delaware limited liability company (“UGP”), which serves as general partner of GP I and GP II; Z Capital Partners, L.L.C., a Delaware limited liability company (“Z Capital Partners”), which serves as managing member of UGP; Z Capital Group, L.L.C. (previously known as Z Capital Partners, L.L.C.), a Delaware limited liability company (“Z Capital Group”), which serves as managing member of Z Capital Partners; Zenni Holdings, LLC, a Delaware limited liability company (“Zenni Holdings”), which serves as managing member of Z Capital Group; and James J. Zenni, Jr., an Illinois resident and sole member of Zenni Holdings, LLC (“Mr. Zenni”). The business address for each of the Reporting Persons is 150 Field Drive, Lake Forest, IL 60045.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Zenni is a citizen of the United States of America.

SCHEDULE 13D

Item 4. Purpose of Transaction.

On January 31, 2016, Z Capital Partners sent a letter (the “January 31 Letter”) to the Special Committee of the Board of Directors of the Issuer confirming that the proposal by Z Capital Partners to acquire all of the outstanding Common Stock of the Issuer not already owned by Z Capital Partners and its affiliates, and the Amended and Restated Exclusivity Agreement entered into between Z Capital Partners and the Issuer on December 14, 2015, expired by their terms on January 29, 2016. The January 31 Letter also suggested that the Special Committee be disbanded.

The description and summary of the January 31 Letter in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the January 31 Letter, which is included as Exhibit 99.26 and is incorporated by reference herein.

Depending on market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and subject to receipt of all required regulatory and other approvals.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by replacing the text in paragraphs (a) and (b) of Item 5 of the Schedule 13D with the following:

(a) and (b)

Reporting Person	Amount Beneficially Owned	Percent of Class (9)		Sole Power to Vote or Direct the Vote	Shared Power to Vote or Direct the Vote	Sole Power to Dispose or to Direct the Disposition	Shared Power to Dispose or Direct the Disposition
Z Capital HG, L.L.C.	1,766,777.50	8.7	%	1,766,777.50	0	1,766,777.50	0
Z Capital Partners Fund Holdings I, L.L.C.	2,990,326.93	14.7	%	2,990,326.93	0	2,990,326.93	0
Z Capital Partners II-A, L.P.	1,152,514.61	5.7	%	1,152,514.61	0	1,152,514.61	0
Z Capital Partners I, L.P. (1)	2,990,326.93	14.7	%	2,990,326.93	0	2,990,326.93	0
Z Capital Partners GP I, L.P. (2)	5,577,606.10	27.4	%	5,577,606.10	0	5,577,606.10	0
Z Capital Partners GP II, L.P. (3)	2,668,775.30	13.1	%	2,668,775.30	0	2,668,775.30	0
Z Capital Partners UGP, L.L.C. (4)	8,246,381.40	40.5	%	8,246,381.40	0	8,246,381.40	0
Z Capital Partners, L.L.C. (5)	8,246,381.40	40.5	%	8,246,381.40	0	8,246,381.40	0
Z Capital Group, L.L.C. (6)	8,246,381.40	40.5	%	8,246,381.40	0	8,246,381.40	0
Zenni Holdings, LLC (7)	8,246,381.40	40.5	%	8,246,381.40	0	8,246,381.40	0
James J. Zenni, Jr. (8)	8,246,381.40	40.5	%	8,246,381.40	0	8,246,381.40	0

(1) Partners I may be deemed to be the beneficial owner of the 2,990,326.93 shares owned by Holdings I. Partners I disclaims beneficial ownership of the stock, except to the extent of its pecuniary interest therein.

(2) GP I is the holder of record of 14,373 shares of the Issuer’s Common Stock. Additionally, GP I may be deemed to be the beneficial owner of the 417,462.67 shares owned by Z Capital CUAL Co-Invest, L.L.C.; the 388,666 shares owned by Z Capital HG-C, L.L.C.; the 1,766,777.50 shares owned by Z Capital HG; and the 2,990,326.93 shares beneficially owned by Partners I. GP I disclaims beneficial ownership of the stock not directly owned by GP I, except to the extent of its pecuniary interest therein.

(3) GP II may be deemed to be the beneficial owner of the 999,146.65 shares owned by Z Capital Partners II, L.P.; the 1,152,514.61 shares owned by Partners II-A; and the 517,114.04 shares owned by Z Capital Partners II-B, L.P. GP II disclaims beneficial ownership of the stock, except to the extent of its pecuniary interest therein.

(4) UGP may be deemed to be the beneficial owner of record of the 5,577,606.10 shares beneficially owned by GP I and the 2,668,775.30 shares beneficially owned by GP II. UGP disclaims beneficial ownership of the stock, except to the extent of its pecuniary interest therein.

(5) Z Capital Partners may be deemed to be the beneficial owner of the 8,246,381.40 shares beneficially owned by UGP. Z Capital Partners disclaims beneficial ownership of the stock, expect to the extent of its pecuniary interest therein.

(6) Z Capital Group may be deemed to be the beneficial owner of the 8,246,381.40 shares beneficially owned by Z Capital Partners. Z Capital Group disclaims ownership of the stock, except to the extent of its pecuniary interest therein.

SCHEDULE 13D

(7) Zenni Holdings may be deemed to be the beneficial owner of the 8,246,381.40 shares beneficially owned by Z Capital Group. Zenni Holdings disclaims ownership of the stock, except to the extent of its pecuniary interest therein.

(8) Mr. Zenni may be deemed to be the beneficial owner of the 8,246,381.40 shares beneficially owned by Zenni Holdings. Mr. Zenni disclaims beneficial ownership of the stock, except to the extent of his pecuniary interest therein.

(9) This calculation is based on 20,377,247 shares of Common Stock outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

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

Item 6 is hereby amended and supplemented by the following:

The response to Item 4 of this Amendment No. 27 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by the following:

Exhibit		Description
Exhibit 1		Joint Filing Agreement, dated as of February 1, 2016, by and among Z Capital HG, L.L.C.; Z Capital Partners Fund Holdings I, L.L.C.; Z Capital Partners II-A, L.P.; Z Capital Partners I, L.P.; Z Capital Partners GP I, L.P.; Z Capital Partners GP II, L.P.; Z Capital Partners UGP, L.L.C.; Z Capital Partners, L.L.C.; Z Capital Group, L.L.C.; Zenni Holdings, LLC; and James J. Zenni, Jr.
Exhibit 99.26		Letter, dated as of January 31, 2016, from Z Capital Partners, L.L.C. to the Special Committee of the Board of Directors of Affinity Gaming

SCHEDULE 13D

SIGNATURES

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

Dated: February 1, 2016

	Z CAPITAL HG, L.L.C.
	By:	Z Capital Partners GP I, L.P., Managing Member
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS FUND HOLDINGS I, L.L.C.
	By:	Z Capital Partners I, L.P., Managing Member
	By:	Z Capital Partners GP I, L.P., General Partner
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS II-A, L.P.
	By:	Z Capital Partners GP II, L.P., General Partner
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS I, L.P.
	By:	Z Capital Partners GP I, L.P., General Partner
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President

SIGNATURE PAGE TO AMENDMENT NO. 27 TO SCHEDULE 13D (AFFINITY GAMING)

SCHEDULE 13D

	Z CAPITAL PARTNERS GP I, L.P.
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS GP II, L.P.
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS UGP, L.L.C.
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS, L.L.C.

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL GROUP, L.L.C.

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	ZENNI HOLDINGS, LLC

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	Sole Member


	JAMES J. ZENNI, JR.

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.

SIGNATURE PAGE TO AMENDMENT NO. 27 TO SCHEDULE 13D (AFFINITY GAMING)

EXHIBIT INDEX

Exhibit		Description
Exhibit 1		Joint Filing Agreement, dated as of February 1, 2016, by and among Z Capital HG, L.L.C.; Z Capital Partners Fund Holdings I, L.L.C.; Z Capital Partners II-A, L.P.; Z Capital Partners I, L.P.; Z Capital Partners GP I, L.P.; Z Capital Partners GP II, L.P.; Z Capital Partners UGP, L.L.C.; Z Capital Partners, L.L.C.; Z Capital Group, L.L.C.; Zenni Holdings, LLC; and James J. Zenni, Jr.
Exhibit 99.26		Letter, dated as of January 31, 2016, from Z Capital Partners, L.L.C. to the Special Committee of the Board of Directors of Affinity Gaming

EX-1 2 a16-3244_1ex1.htm EX-1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that this Amendment No. 27, dated February 1, 2016, to the Schedule 13D with respect to the Common Stock, par value $0.001 per share, of Affinity Gaming, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: February 1, 2016

	Z CAPITAL HG, L.L.C.
	By:	Z Capital Partners GP I, L.P., Managing Member
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS FUND HOLDINGS I, L.L.C.
	By:	Z Capital Partners I, L.P., Managing Member
	By:	Z Capital Partners GP I, L.P., General Partner
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS II-A., L.P.
	By:	Z Capital Partners GP II, L.P., General Partner
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS I, L.P.
	By:	Z Capital Partners GP I, L.P., General Partner
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS GP I, L.P.
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President

SIGNATURE PAGE TO JOINT FILING AGREEMENT (AFFINITY GAMING)

	Z CAPITAL PARTNERS GP II, L.P.
	By:	Z Capital Partners UGP, L.L.C., General Partner
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS UGP, L.L.C.
	By:	Z Capital Partners, L.L.C., Managing Member

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL PARTNERS, L.L.C.

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	Z CAPITAL GROUP, L.L.C.

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President


	ZENNI HOLDINGS, LLC

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	Sole Member


	JAMES J. ZENNI, JR.

	By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.

SIGNATURE PAGE TO JOINT FILING AGREEMENT (AFFINITY GAMING)

EX-99.26 3 a16-3244_1ex99d26.htm EX-99.26

Exhibit 99.26

January 31, 2016

By Email and Federal Express

The Special Committee of the Board of Directors

Attention: Matthew Doheny, Chairman

Affinity Gaming

3755 Breakthrough Way, Suite 300

Las Vegas, NV 89135

Re: Affinity Gaming Proposal

Dear Matt:

Z Capital Partners, L.L.C., on behalf of itself and its affiliated investment funds and/or designees (“Z Capital”), would like to express our appreciation for the Special Committee’s consideration of our proposal to acquire all of the outstanding common shares of Affinity Gaming not already owned by Z Capital, and for entering into an exclusivity agreement with Z Capital to pursue our proposal.

We hereby confirm that our proposal expired on January 29, 2016 along with the exclusivity agreement.

We suggest that the Special Committee be disbanded at this time, as there are no foreseeable prospects for a strategic transaction given the state of the credit markets.

Sincerely,

Z Capital Partners, L.L.C.

/s/ James J. Zenni, Jr.
James J. Zenni, Jr.
President and Chief Executive Officer

Two Conway Park · 150 Field Drive · Suite 300 · Lake Forest, IL 60045 · Tel. (847) 235-8100 · Fax (847) 235-8111

1330 Avenue of the Americas · Suite 1100 · New York, NY 10019 · Tel. (212) 595-8400 · Fax (212) 595-9200

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