0001193125-15-315532.txt : 20150909 0001193125-15-315532.hdr.sgml : 20150909 20150909114459 ACCESSION NUMBER: 0001193125-15-315532 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150909 DATE AS OF CHANGE: 20150909 GROUP MEMBERS: JAMES A. CACIOPPO GROUP MEMBERS: ONE EAST CAPITAL ADVISORS, L.P. GROUP MEMBERS: ONE EAST PARTNERS OPPORTUNITIES, L.P. 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: 151098356 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: ONE EAST PARTNERS MASTER L.P. CENTRAL INDEX KEY: 0001567510 IRS NUMBER: 205087670 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BOUNDARY HALL, CRICKET SQUARE STREET 2: 171 ELGIN AVENUE, PO BOX 1984 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 4500 MAIL ADDRESS: STREET 1: 551 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d65353dsc13da.htm SC 13D/A SC 13D/A

 

 

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 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.

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

EX-99.5 2 d65353dex995.htm EX-99.5 EX-99.5

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

EX-99.6 3 d65353dex996.htm EX-99.6 EX-99.6

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 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 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