UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Affinity Gaming
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
Not Applicable
(CUSIP Number)
James A. Cacioppo
Managing Partner
One East Capital Advisors, L.P.
225 NE Mizner Boulevard, Suite 720
Boca Raton, FL 33432
(561) 210-4640
(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. ¨
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 persons 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. One East Partners Master, L.P. 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)
WC | |||||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
| ||||
8 | Shared Voting Power
234,940 | |||||
9 | Sole Dispositive Power
| |||||
10 | Shared Dispositive Power
234,940 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
234,940 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.2% | |||||
14 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. Not applicable
1 | Names of Reporting Persons. One East Partners Opportunities, L.P. 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)
WC | |||||
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
100,000 | |||||
9 | Sole Dispositive Power
| |||||
10 | Shared Dispositive Power
100,000 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.5% | |||||
14 | Type of Reporting Person (See Instructions)
PN |
CUSIP No. Not applicable
1 | Names of Reporting Persons. One East Capital Advisors, L.P. 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
334,940 | |||||
9 | Sole Dispositive Power
| |||||
10 | Shared Dispositive Power
334,940 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
334,940 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.7% | |||||
14 | Type of Reporting Person (See Instructions)
IA |
CUSIP No. Not Applicable
1 | Names of Reporting Persons. James A. Cacioppo 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
12,409 | ||||
8 | Shared Voting Power
347,349 | |||||
9 | Sole Dispositive Power
| |||||
10 | Shared Dispositive Power
347,349 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
347,349 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.7% | |||||
14 | Type of Reporting Person (See Instructions)
IN |
Item 1. Security and Issuer
This Amendment No. 4 (Amendment No. 4) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on June 7, 2013 and amended on October 15, 2013, December 5, 2013 and June 4, 2015 (as amended as of the date hereof, the Schedule 13D) 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.
Unless otherwise indicated, each capitalized term use but not defined in this Amendment No. 4 shall have the meaning assigned to such term in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
On September 8, 2015, the parties to the Agreement executed Amendment No. 4 to the Agreement, a copy of which is attached as Exhibit 99.6 to this Amendment No. 4 and incorporated by reference herein, in order to add Barclays Bank PLC (Barclays) as a party to the Agreement. Other than the addition of Barclays as a party, all terms and conditions of the Agreement as previously disclosed on this Schedule 13D remain in full force and effect without amendment.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby supplemented as follows:
See description set forth in Item 4 of this Amendment No. 4, which is incorporated herein by reference.
Item 7. Material to be filed as Exhibits
Exhibit 99.5: | Joint Filing Agreement, dated September 9, 2015 | |
Exhibit 99.6: | Amendment No. 4 to Agreement Among Stockholders, dated September 8, 2015 |
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
ONE EAST PARTNERS MASTER, L.P. | ||
/s/ James A. Cacioppo | ||
Name: | James A. Cacioppo | |
Title: | Managing Partner of One East Capital Advisors, L.P. | |
ONE EAST PARTNERS OPPORUNITIES, L.P. | ||
/s/ James A. Cacioppo | ||
Name: | James A. Cacioppo | |
Title: | Managing Partner of One East Capital Advisors, L.P. | |
ONE EAST CAPITAL ADVISORS, L.P. | ||
/s/ James A. Cacioppo | ||
Name: | James A. Cacioppo | |
Title: | Managing Partner | |
JAMES A. CACIOPPO | ||
/s/ James A. Cacioppo |
EXHIBIT 99.5
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Date: September 9, 2015
ONE EAST PARTNERS MASTER, L.P. | ||
/s/ James A. Cacioppo | ||
Name: | James A. Cacioppo | |
Title: | Managing Partner of One East Capital Advisors, L.P. | |
ONE EAST PARTNERS OPPORUNITIES, L.P. | ||
/s/ James A. Cacioppo | ||
Name: | James A. Cacioppo | |
Title: | Managing Partner of One East Capital Advisors, L.P. | |
ONE EAST CAPITAL ADVISORS, L.P. | ||
/s/ James A. Cacioppo | ||
Name: | James A. Cacioppo | |
Title: | Managing Partner | |
JAMES A. CACIOPPO | ||
/s/ James A. Cacioppo |
Exhibit 99.6
AMENDMENT NO. 3
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 Partys 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 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 | |
Title: Managing Partner of One East Capital Advisors, L.P., its Investment Advisor |
Name: Alex Stromberg Title: Managing Director Shares: 814,367 | |
Address for notices: | ||
745 Seventh Avenue, 2nd Floor New York, NY 10019 |