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. 25)*

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)

November 25, 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 §§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 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 0
			8	Shared Voting Power 8,222,942.40
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,222,942.40
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,222,942.40
	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) 40.4%
	14	Type of Reporting Person (See Instructions) IA, OO (Delaware limited liability company)

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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 0
			8	Shared Voting Power 8,222,942.40
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,222,942.40
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,222,942.40
	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) 40.4%
	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

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SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL SPECIAL SITUATIONS ADVISER, 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 0
			8	Shared Voting Power 5,628,671.23
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 5,628,671.23
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,628,671.23
	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) 27.6%
	14	Type of Reporting Person (See Instructions) PN

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SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL SPECIAL SITUATIONS FUND GP, 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 0
			8	Shared Voting Power 2,594,271.17
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,594,271.17
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,594,271.17
	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) 12.7%
	14	Type of Reporting Person (See Instructions) PN

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SCHEDULE 13D

	1	Name of Reporting Persons Z CAPITAL SPECIAL SITUATIONS FUND 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 0
			8	Shared Voting Power 2,594,271.17
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,594,271.17
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,594,271.17
	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) 12.7%
	14	Type of Reporting Person (See Instructions) OO (Delaware limited liability company)

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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 0
			8	Shared Voting Power 8,222,942.40
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,222,942.40
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,222,942.40
	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) 40.4%
	14	Type of Reporting Person (See Instructions) IN

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SCHEDULE 13D

Item 1.Security and Issuer

This Amendment No. 25 to Schedule 13D (“Amendment No. 25”) 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”) by each of the following (each a “Reporting Person” and together, the “Reporting Persons”): Z Capital Partners, L.L.C. (“Z Capital”); Zenni Holdings, LLC (“Zenni Holdings”); Z Capital Special Situations Adviser, L.P. (“Special Adviser”); Z Capital Special Situations Fund GP, L.P. (“Special GP”); Z Capital Special Situations Fund UGP, L.L.C. (“Special UGP”); and James J. Zenni, Jr. (“Mr. Zenni”).

Item 4.Purpose of Transaction.

Item 4 is hereby amended and supplemented by the following:

On November 25, 2015, Z Capital delivered a letter (the “November 25 Letter”) to the Special Committee of the Board of Directors (the “Special Committee”) of the Issuer in which Z Capital amended its proposal to acquire all of the outstanding common shares of the Issuer not already owned by Z Capital and its affiliates originally provided in a letter delivered to the Special Committee on November 15, 2015, as amended by the letter to the Special Committee on November 24, 2015 (the “November 24 Proposal”).  The November 25 Letter increased the purchase price in the November 24 Proposal from $14.50 per share to $15.00 per share in cash.   Z Capital and the Issuer also entered into an Exclusivity Agreement dated as of November 25, 2015 (the “Exclusivity Agreement”) providing for an exclusivity period from November 25, 2015 to December 14, 2015.

The description and summary of the November 25 Letter and the Exclusivity Agreement in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the November 25 Letter and to the full text of the Exclusivity Agreement, which are included as Exhibit 99.23 and Exhibit 99.24, respectively, to this Schedule 13D and are incorporated herein by reference.

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. 25 is incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by the following:

Exhibit 99.23:Letter from Z Capital Partners, L.L.C. to the Special Committee of the Board of Directors of Affinity Gaming, dated November 25, 2015

Exhibit 99.24:Exclusivity Agreement between Z Capital Partners, L.L.C. and Affinity Gaming, dated November 25, 2015

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SCHEDULE 13D

SIGNATURES

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.

Z CAPITAL PARTNERS, 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 Owner
Z CAPITAL SPECIAL SITUATIONS ADVISER, L.P.
By:	Z Capital Partners, L.L.C., General Partner
By:	/s/ James J. Zenni, Jr.
Name:	James J. Zenni, Jr.
Title:	President
Z CAPITAL SPECIAL SITUATIONS FUND GP, L.P.
By:	Z Capital Special Situations 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 SPECIAL SITUATIONS FUND 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
JAMES J. ZENNI, JR.
/s/ James J. Zenni, Jr.

November 27, 2015

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

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EX-99.23

Exhibit 99.23

November 25, 2015

By Email

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, dated November 15, 2015, as amended by our letter to the Special Committee on November 24, 2015 (the “November 24 Proposal”).  We hereby amend the November 24 Proposal to increase the purchase price from $14.50 per share to $15.00 per share in cash for all of the outstanding common shares of Affinity Gaming not already owned by Z Capital.

We are available immediately to discuss the terms of the November 24 Proposal (as amended hereby) and to negotiate and finalize the merger agreement and other definitive agreements with you.

We hope to receive a favorable response from you promptly.

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

EX-99..24

Exhibit 99.24

EXECUTION VERSION

EXCLUSIVITY AGREEMENT

This EXCLUSIVITY AGREEMENT (this “Agreement”) is entered into as of November 25, 2015 between Affinity Gaming, a Nevada corporation (the “Company”), and Z Capital Partners, L.L.C., a Delaware limited liability company (“Z Capital”).

WHEREAS, Z Capital and the Company desire to engage in preliminary, non-binding discussions regarding the terms of a potential transaction involving the Company and Z Capital (the “Transaction”).

NOW, THEREFORE, in consideration of the willingness of Z Capital to devote such time, effort and resources in connection with the pursuit of the potential Transaction and other good and valuable consideration acknowledged to have been received by the parties, Z Capital and the Company hereby agree as follows:

1.     Exclusivity. The Company agrees that it shall not, and shall not permit any of its subsidiaries to, and will cause its and their respective officers, directors, employees, advisors (including attorneys, accountants, financial advisors, consultants and investment bankers), agents and representatives not to, at any time from the date hereof through December 14, 2015 (the “Exclusivity Period”), directly or indirectly, (a) solicit, initiate or actively encourage submission of proposals or offers from any person or entity, other than Z Capital and its affiliates, relating to any acquisition of the Company or any of its subsidiaries or a material portion of their respective assets or voting securities, or any business combination involving the Company or any of its subsidiaries, or (b) participate in any negotiations regarding, or furnish to any other person or entity any non-public information with respect to, or otherwise further cooperate in any way with, or assist or actively participate in, actively facilitate or encourage, any effort or attempt by any other person or entity other than Z Capital and its affiliates to do or seek any of the foregoing. During the Exclusivity Period, the Company shall promptly advise Z Capital if any such proposal or offer, or any inquiry by any person or entity with respect thereto, is made, shall promptly inform Z Capital of all the terms and conditions thereof, and shall furnish to Z Capital copies of any such written proposal or offer and the contents of any communications in response thereto. In addition, the Company agrees that it will immediately cease, from the date hereof through the end of the Exclusivity Period, any existing discussions or negotiations with any person or entity other than Z Capital and its affiliates that relate to, or may reasonably be expected to lead to, any transaction of the type described in Section 1(a).

2.     Non-Assignability. This Agreement shall not be assignable without the prior written consent of the non-assigning party.

3.     Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to the conflicts of law principles thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any State or Federal court sitting in Clark County in the State of Nevada over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit,

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action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

4.     Remedies. The Company agrees that monetary damages would not be a sufficient remedy for any breach of this Agreement by the Company and that Z Capital shall be entitled to seek equitable relief, including an injunction or injunctions and specific performance, as a remedy for any such breach without posting any bond or security, and that such remedy shall not be deemed to be the exclusive remedy for a breach by the Company of this Agreement but shall be in addition to all other remedies available to Z Capital at law or in equity.

5.     Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements related thereto.

6.     Amendments and Waivers. Neither this Agreement nor any of the terms hereof may be amended or waived except by an instrument in writing signed by the party against which enforcement of the termination, amendment or waiver is sought. The performance or observance of any provision of this Agreement may be waived in whole or in part and any period of time relating to such performance or observance may be extended from time to time, as agreed by the parties hereto in writing.

7.     Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

AFFINITY GAMING
By:	/s/ Marc H. Rubinstein
	Name:	Marc H. Rubinstein
	Title:	Sr. VP, GC & Secretary
Z CAPITAL PARTNERS, L.L.C.
By:	/s/ James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President and Chief Executive Officer

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