8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 20, 2017

Affinity Gaming

(Exact name of registrant as specified in its charter)

Nevada	000-54085	02-0815199
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3755 Breakthrough Way Suite 300 Las Vegas, NV	89135	(702) 341-2400
(Address of principal executive offices)	(Zip Code)	(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

c Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

c Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

c Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

c Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 20, 2017, Affinity Gaming (the “Company”) entered into a Second Amendment to Credit Agreement (the “Second Amendment”) by and among the Company, the Subsidiary Guarantors, and Credit Suisse AG, Cayman Islands Branch (the “Administrative Agent”), as administrative agent for and on behalf of the Lenders and as collateral agent for the Secured Parties. The Second Amendment modifies the Credit Agreement, dated as of July 1, 2016, by and among the Company, the Lenders, the Administrative Agent and certain financial institutions (as amended by the First Amendment to the Credit Agreement dated as of September 30, 2017 (the “First Amendment”), the “Existing Credit Agreement” and, after giving effect to the Second Amendment, the “Amended Credit Agreement”). Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement.

The Second Amendment, among other changes, provides for a reduction of the interest rate margins by 50 basis points to Eurodollar rate +350 basis points.

Item 2.03 Creation of a Direct financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 hereto is incorporated herein by reference.

Item 8.01 Other Items.

On January 20, 2017, the Company issued a press release announcing that it had completed the successful repricing of its Existing Credit Agreement. A copy of the press release, which is incorporated herein by reference, is attached as Exhibit 99.1 to this Current Report on Form 8-K..

Item 9.01(d) Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.

			Affinity Gaming
Date:	January 20, 2017	By:	/s/ Walter Bogumil
		Name:	Walter Bogumil
		Title:	Senior Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated	January 20, 2017

EX-99.1

EXHIBIT 99.1

AFFINITY GAMING REPRICES EXISTING $300 MILLION

TERM LOAN B AT REDUCED RATE

Las Vegas, NV, January 20, 2017 - Affinity Gaming (“Affinity” or “the Company”), a diversified casino gaming operator, today announced the successful repricing of its existing $300 million Term Loan B, which was originally issued when the Company refinanced its capital structure in July 2016. The transaction reduced the interest rate spread on the term loan by 50 basis points to Eurodollar rate +350 basis points.

Walter Bogumil, Chief Financial Officer of Affinity Gaming, commented, “Our ongoing successful execution on our strategic plan continues to drive improvements in our operating trajectory and momentum. Our ability to generate these improvements enabled us to successfully reprice our term loan just seven months after the refinancing of our capital structure.”

Credit Suisse, Fifth Third Bancorp and Citizens Bank N.A. acted as arrangers for the term loan repricing.

About Affinity Gaming

Affinity Gaming is a diversified casino gaming company headquartered in Las Vegas, Nevada. The Company’s casino operations consist of 11 casinos, five of which are located in Nevada, three in Colorado, two in Missouri and one in Iowa. For more information about Affinity Gaming, please visit its website: www.affinitygaming.com.

Contact

Affinity Gaming

Walter Bogumil

Chief Financial Officer, Affinity Gaming

(702) 341-2400

wbogumil@affinitygaming.com

Joseph Jaffoni, Richard Land, and Jim Leahy

JCIR (212) 835-8500

affinity@jcir.com

Forward-Looking Statements

Portions of this report may constitute “forward-looking statements” and assumptions underlying such forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 (the

“PSLRA”), Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Any such forward-looking statements are made within the “safe-harbor” protections of the PSLRA, should not be relied upon as representing our views as of any subsequent date, and we are under no obligation to, and expressly disclaim any responsibility to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise. Factors that may affect the future results of Affinity are set forth in its filings with the Securities and Exchange Commission (the “SEC”), including its recent filings on Forms 10-K, 10-Q and 8-K, including, but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.

The stockholders of Affinity and other readers are cautioned not to put undue reliance on any forward-looking statements, which reflect our current beliefs and are based on information available to us as of the date a forward-looking statement is made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. In the event we do update any forward-looking statements, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important information regarding risks and factors that could cause actual results to differ materially from our forward-looking statements may appear in the Company’s SEC filings and reports, which are accessible at www.sec.gov, and which you are advised to consult.

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