0001193125-15-342878.txt : 20151014 0001193125-15-342878.hdr.sgml : 20151014 20151013182430 ACCESSION NUMBER: 0001193125-15-342878 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151014 DATE AS OF CHANGE: 20151013 GROUP MEMBERS: DAVID J. STEINBERG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Everi Holdings Inc. CENTRAL INDEX KEY: 0001318568 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 200723270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81401 FILM NUMBER: 151156924 BUSINESS ADDRESS: STREET 1: 7250 S. TENAYA WAY STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-855-3000 MAIL ADDRESS: STREET 1: 7250 S. TENAYA WAY STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89113 FORMER COMPANY: FORMER CONFORMED NAME: Everi Holdings, Inc. DATE OF NAME CHANGE: 20150827 FORMER COMPANY: FORMER CONFORMED NAME: Global Cash Access Holdings, Inc. DATE OF NAME CHANGE: 20150813 FORMER COMPANY: FORMER CONFORMED NAME: Everi Holdings Inc. DATE OF NAME CHANGE: 20150811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mast Capital Management, LLC CENTRAL INDEX KEY: 0001429074 IRS NUMBER: 431962440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-375-3000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: Mast Capital Management LLC DATE OF NAME CHANGE: 20080306 SC 13G/A 1 d53204dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 3)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Everi Holdings Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

30034T103

(CUSIP Number)

September 30, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 


CUSIP No. 30034T103   13G/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

MAST Capital Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

8,411,453 (1)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

8,411,453 (1)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,411,453 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.8% ** (1)

12  

TYPE OF REPORTING PERSON*

 

IA, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).
(1) See additional information regarding beneficial ownership contained in Items 4 and 6.

 

2


CUSIP No. 30034T103   13G/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

David J. Steinberg

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

8,411,453 (1)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

8,411,453 (1)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,411,453 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.8% ** (1)

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).
(1) See additional information regarding beneficial ownership contained in Items 4 and 6.

 

3


SCHEDULE 13G/A

This Amendment No. 3 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of MAST Capital Management, LLC, a Delaware limited liability company (“MAST Capital”), and Mr. David J. Steinberg, the principal of MAST Capital, relating to Common Stock, $0.001 par value per share (the “Common Stock”), of Everi Holdings Inc., a corporation organized under the laws of the State of Delaware (the “Issuer”).

This Amendment relates to Common Stock of the Issuer purchased by MAST Capital through the accounts of certain private funds (collectively, the “MAST Accounts”). MAST Capital serves as the investment manager to the MAST Accounts and may direct the vote and disposition of the 8,411,453 shares of Common Stock held by the MAST Accounts as of September 30, 2015. As the principal of MAST Capital, Mr. Steinberg may direct the vote and disposition of the 8,411,453 shares of Common Stock held by the MAST Accounts as of September 30, 2015.

This Amendment is being filed to correct the number of shares of Common Stock held by the Reporting Persons as of September 30, 2015 and amends and restates the Schedule 13G as set forth below.

 

Item 1(a) Name of Issuer.

Everi Holdings Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

7250 S. Tenaya Way, Suite 100

Las Vegas, Nevada 89113

 

Item 2(a) Name of Person Filing.

MAST Capital Management, LLC (“MAST Capital”) and Mr. David J. Steinberg.

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

200 Clarendon Street

51st Floor

Boston, Massachusetts 02116

 

Item 2(c) Citizenship or Place of Organization.

MAST Capital is a limited liability company organized under the laws of the State of Delaware. Mr. Steinberg is the principal of MAST Capital and is a United States citizen.

 

4


Item 2(d) Title of Class of Securities.

Common Stock, $0.001 par value per share (the “Common Stock”).

 

Item 2(e) CUSIP Number.

30034T103

 

Item 3 Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

   (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
   (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
   (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
   (d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
   (e)    x    An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
   (f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
   (g)    x    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
   (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
   (i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
   (j)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4 Ownership.

 

  (a) As of September 30, 2015, MAST Capital and Mr. Steinberg were the beneficial owners of 8,411,453 shares of Common Stock.

As of the date hereof, MAST Capital and Mr. Steinberg are the beneficial owners of 8,862,053 shares of Common Stock.

 

5


  (b) As of September 30, 2015 and the date hereof, MAST Capital and Mr. Steinberg are the beneficial owners of 12.8% of the outstanding Common Stock. This percentage is determined by dividing 8,411,453 by 65,938,654, the number of shares of Common Stock issued and outstanding as of July 29, 2015, as reported in the Issuer’s Form 10-Q filed on August 6, 2015.

 

  (c) As of September 30, 2015, MAST Capital, as the investment manager to the MAST Accounts, had the shared power to direct the vote and disposition of the 8,411,453 shares of Common Stock held by the MAST Accounts. As the principal of MAST Capital, Mr. Steinberg had the shared power to direct the vote and disposition of the 8,411,453 shares of Common Stock held by the MAST Accounts.

As of the date hereof, MAST Capital, as the investment manager to the MAST Accounts, has the shared power to direct the vote and disposition of the 8,862,053 shares of Common Stock held by the MAST Accounts. As the principal of MAST Capital, Mr. Steinberg has the shared power to direct the vote and disposition of the 8,862,053 shares of Common Stock held by the MAST Accounts

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

As of September 30, 2015, the 8,411,453 shares of Common Stock held by the MAST Accounts consisted of the following amounts: (i) 1,206,347 shares of Common Stock held by Mast Credit Opportunities I Master Fund Limited; (ii) 4,452,348shares of Common Stock held by Mast OC I Master Fund LP; (iii) 1,791,765shares of Common Stock held by Mast Select Opportunities Master Fund LP; and (iv) 960,993shares of Common Stock held by Mast Admiral Master Fund LP.

As of the date hereof, the 8,862,053 shares of Common Stock held by the MAST Accounts consists of the following amounts: (i) 1,206,347 shares of Common Stock held by Mast Credit Opportunities I Master Fund Limited; (ii) 4,751,548 shares of Common Stock held by Mast OC I Master Fund LP; (iii) 1,906,065 shares of Common Stock held by Mast Select Opportunities Master Fund LP; and (iv) 998,093 shares of Common Stock held by Mast Admiral Master Fund LP

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

6


Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

7


SIGNATURE

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

Date: October 13, 2015

 

MAST CAPITAL MANAGEMENT, LLC
By:  

/s/ David J. Steinberg

  David J. Steinberg
  Authorized Signatory

 

/s/ David J. Steinberg

David J. Steinberg

 

8