0001104659-18-033856.txt : 20180516 0001104659-18-033856.hdr.sgml : 20180516 20180516171439 ACCESSION NUMBER: 0001104659-18-033856 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180516 DATE AS OF CHANGE: 20180516 GROUP MEMBERS: MARC J. ROWAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PlayAGS, Inc. CENTRAL INDEX KEY: 0001593548 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 383919506 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90295 FILM NUMBER: 18840863 BUSINESS ADDRESS: STREET 1: 5475 S. DECATUR BLVD., SUITE #100 CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 702-722-6700 MAIL ADDRESS: STREET 1: 5475 S. DECATUR BLVD., SUITE #100 CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: AP Gaming Holdco, Inc. DATE OF NAME CHANGE: 20131205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AP Gaming VoteCo, LLC CENTRAL INDEX KEY: 0001729060 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5475 S. DECATUR BLVD. CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 7027226700 MAIL ADDRESS: STREET 1: 5475 S. DECATUR BLVD. CITY: LAS VEGAS STATE: NV ZIP: 89118 SC 13D/A 1 a18-13689_2sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.   1)*

 

PlayAGS, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

72814N 104

(CUSIP Number)

 

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 14, 2018

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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. 72814N 104

13D

 

 

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person

AP Gaming VoteCo, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

8

Shared Voting Power
18,533,076 shares of common stock, par value $0.01 per share

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
18,533,076 shares of common stock, par value $0.01 per share

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
18,533,076 shares of common stock, par value $0.01 per share

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
52.0%

 

 

14

Type of Reporting Person
OO

 

2



 

CUSIP No. 72814N 104

13D

 

 

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person

Marc J. Rowan

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
U.S.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
18,533,076 shares of common stock, par value $0.01 per share

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
18,533,076 shares of common stock, par value $0.01 per share

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
18,533,076 shares of common stock, par value $0.01 per share

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
52.0%

 

 

14

Type of Reporting Person
IN

 

3



 

This Amendment No. 1 to Schedule 13D, filed by AP Gaming VoteCo, LLC, a Delaware limited liability company (“VoteCo”) and (ii) Marc J. Rowan (collectively, the “Reporting Persons”), supplements and amends the Statement on Schedule 13D filed on February 6, 2018, with respect to the common stock, par value $0.01 per share (the “Common Stock”) of PlayAGS, Inc. (the “Issuer”).

 

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on February 6, 2018.

 

Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

Item 1.   Security and Issuer

 

Item 2.   Identity and Background

 

Item 3.   Source and Amount of Funds or Other Consideration

 

Item 4.   Purpose of Transaction

 

Item 5.   Interest in Securities of the Issuer

 

Item 5 is hereby amended and supplemented as follows:

 

On May 14, 2018, Apollo Gaming Holdings, L.P. (“Holdings”) sold an aggregate of 4,675,000 shares of Common Stock pursuant to an underwritten offering (the “Offering”), as described in the Issuer’s prospectus included in the Registration Statement on Form S-3 (File No. 333-224718) filed with the SEC on May 7, 2018, and the Underwriting Agreement (as defined below).  Following the sale of Common Stock by Holdings, the Reporting Persons are the beneficial owners of an aggregate of 18,533,076 shares of Common Stock, representing approximately 52.0% of the outstanding Common Stock of the Issuer.

 

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), all of the shares of Common Stock held of record by Holdings are beneficially owned by VoteCo pursuant to the Irrevocable Proxy that grants VoteCo sole voting and sole dispositive power with respect to all such shares.  Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose.

 

(a) See also the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.  The percentage of Common Stock reported as beneficially owned by the Reporting Persons is based on 35,244,003 shares of Common Stock issued and outstanding as of the closing of the Offering, pursuant to the Registration Statement filed on May 7, 2018.

 

(b)   See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.

 

(c) Except as otherwise disclosed in under this Item, there have been no reportable transactions by the Reporting Persons with respect to the Common Stock of the Issuer within the last 60 days.

 

(d)   Not applicable.

 

(e)   Not applicable.

 

4



 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Underwriting Agreement

 

On May 9, 2018, the Issuer, Holdings as selling shareholder, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Jefferies LLC and Macquarie Capital (USA) Inc., as the underwriters (the “Underwriters”), entered into the Underwriting Agreement with respect to, among other things, the sale by Holdings of an aggregate of 4,675,000 shares of Common Stock of the Issuer.  Closing of the sale of the Common Stock sold by the Holdings occurred on May 14, 2018.

 

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1 and incorporated herein by reference.

 

Lock-up Agreement

 

In connection with the Offering, Holdings and VoteCo each agreed to enter into a lock-up agreement, dated May 9, 2018 (the “Lock-Up Agreement”), with the Underwriters, pursuant to which Holdings agreed that for the period beginning on the date of the Lock-Up Agreement and ending on and including August 9, 2018 (the “Lock-Up Period”), except with the prior written consent of the Underwriters, Holdings would not, among other things and subject to certain exceptions, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; (ii) file or confidentially submit any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; provided that confidential submissions with the SEC are permitted so long as (a) no public announcement of such submission is made, (b) if any demand was made for, or any right exercised with respect to, such registration, no public announcement of such demand or exercise is made, (c) the Issuer provides each of Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. with written notice at least two business days prior to such confidential submission, and (d) no such submission becomes a publicly available registration statement during the Lock-Up Period; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, pursuant to the Lock-Up Agreement, Holdings has agreed that, without the prior written consent of Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., it will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

 

The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the Lock-Up Agreement, which is filed herewith as Exhibit 2 and incorporated herein by reference.

 

5



 

Item 7.   Material to Be Filed as Exhibits

 

Exhibit 1:                   Underwriting Agreement dated May 9, 2018, by and among the Issuer, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and each selling shareholder named therein (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-38357) filed by the Issuer with the Securities and Exchange Commission on May 15, 2018)

 

Exhibit 2:                   Form of Lock-Up Agreement by and between Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Jefferies LLC and Macquarie Capital (USA) Inc. and each of Apollo Gaming Holdings, L.P. and AP Gaming VoteCo, LLC (incorporated by reference to Exhibit G to the Underwriting Agreement filed as Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-38357) filed by the Issuer with the Securities and Exchange Commission on May 15, 2018)

 

6



 

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

 

Dated:  May 16, 2018

 

 

AP GAMING VOTECO, LLC

 

 

 

By:

/s/ David Sambur

 

Name:

David Sambur

 

Title:

Managing Member

 

 

 

 

 

 

MARC J. ROWAN

 

 

 

 

By:

/s/ MARC J. ROWAN

 

7