Filing Details
- Accession Number:
- 0001123292-17-000305
- Form Type:
- 13D Filing
- Publication Date:
- 2017-02-01 16:29:44
- Filed By:
- Sph Manager, Llc
- Company:
- Affinity Gaming
- Filing Date:
- 2017-02-01
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SPH Manager | 0 | 0 | 0 | 0 | 0 | |
| Edward A. Mul | 0 | 0 | 0 | 0 | 0 | |
| Robert J. O Shea | 0 | 0 | 0 | 0 | 0 | |
| Michael Gatto | 0 | 0 | 0 | 0 | 0 |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 22)
AFFINITY GAMING
___________________________________________________________________________________
Common Stock, par value $0.001 per share
___________________________________________________________________________________
(Title of Class of Securities)
Not Applicable
___________________________________________________________________________________
(CUSIP Number)
Steven Weiser
Silver Point Capital, L.P.
Silver Point Capital, L.P.
2 Greenwich Plaza, First Floor
Greenwich, CT 06830
203-542-4200
203-542-4200
___________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 2017
___________________________________________________________________________________
(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: ☐
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: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
SCHEDULE 13D
| CUSIP NO. Not Applicable | |||||
| 1 | NAMES OF REPORTING PERSONS | ||||
| SPH Manager, LLC | |||||
| | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ | |||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS | ||||
| OO, 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* | |||
| -0- | |||||
| 8 | SHARED VOTING POWER* | ||||
| -0- | |||||
| 9 | SOLE DISPOSITIVE POWER* | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER* -0- | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
| -0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | ||||
| -0- | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| IA, PN | |||||
*See Item 5.
| CUSIP NO. Not Applicable | |||||
| 1 | NAMES OF REPORTING PERSONS | ||||
| Edward A. Mulé | |||||
| | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ | |||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS | ||||
| OO, WC | |||||
| 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* | |||
| -0- | |||||
| 8 | SHARED VOTING POWER* | ||||
| -0- | |||||
| 9 | SOLE DISPOSITIVE POWER* | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER* -0- | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
| -0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | ||||
| -0- | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| IN | |||||
*See Item 5
| CUSIP NO. Not Applicable | |||||
| 1 | NAMES OF REPORTING PERSONS | ||||
| Robert J. O’Shea | |||||
| | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ | |||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS | ||||
| OO, WC | |||||
| 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* | |||
| -0- | |||||
| 8 | SHARED VOTING POWER* | ||||
| -0- | |||||
| 9 | SOLE DISPOSITIVE POWER* | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER* -0- | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
| -0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | ||||
| -0- | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| IN | |||||
*See Item 5.
SCHEDULE 13D
| CUSIP NO. Not Applicable | |||||
| 1 | NAMES OF REPORTING PERSONS | ||||
| Michael Gatto | |||||
| | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ | |||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS | ||||
| OO, WC | |||||
| 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* | |||
| -0- | |||||
| 8 | SHARED VOTING POWER* | ||||
| -0- | |||||
| 9 | SOLE DISPOSITIVE POWER* | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER* -0- | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
| -0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | ||||
| -0- | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| IN | |||||
This Amendment No. 22 ("Amendment No. 22") amends and supplements the statement on Schedule 13D originally filed on May 7, 2012, as amended by Amendment No. 1 filed on October 31, 2012, Amendment No. 2 filed on November 5, 2012, Amendment No. 3 filed on December 14, 2012, Amendment No. 4 filed on February 19, 2013, Amendment No. 5 filed on March 11, 2013, Amendment No. 6 filed on March 12, 2013, Amendment No. 7 filed on March 18, 2013, Amendment No. 8 filed on April 4, 2013, Amendment No. 9 filed on May 15, 2013, Amendment No. 10 filed on May 30, 2013, Amendment No. 11 filed on October 15, 2013, Amendment No. 12 filed on December 4, 2013, Amendment No. 13 filed on April 23, 2014, Amendment No. 14 filed on July 30, 2014, Amendment No. 15 filed on May 19, 2015, Amendment No. 16 filed on June 3, 2015, Amendment No. 17 filed on September 8, 2015, Amendment No. 18 filed on September 17, 2015, Amendment No. 19 filed on April 5, 2016, Amendment No. 20 filed on August 24, 2016 and Amendment No. 21 filed on September 8, 2016 (as amended as of the date hereof, the "Schedule 13D").
Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 22 shall have the meaning assigned to such term in the Schedule 13D. Unless otherwise indicated, the information in the Schedule 13D is unchanged.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(c) and (e) is hereby amended as follows:
Pursuant to the Agreement and Plan of Merger, dated as of August 22, 2016, among Z Capital Affinity Owner, LLC, Affinity Merger Sub, Inc. and Affinity Gaming, at the effective time of the merger of Affinity Merger Sub, Inc. with and into Affinity Gaming (the "Merger") each share of Affinity Gaming common stock converted into the right to receive $17.35 in cash. As a result of the Merger, the Reporting Persons are no longer the beneficial owners of any Shares.
| Item 7. | Material to be filed as Exhibits |
| Exhibit 99.20: | Joint Filing Agreement, dated February 1, 2017. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Date: February 1, 2017
| SPH MANAGER, LLC | |||
| By: | /s/ Edward A. Mulé | ||
| Name: Edward A. Mulé | |||
| Title: Member | |||
| EDWARD A MULÉ /s/ Edward A. Mulé | |||
| ROBERT J. O'SHEA /s/ Robert J. O’Shea | |||
| MICHAEL GATTO | |||
| /s/ Michael Gatto | |||
Exhibit 99.20
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: February 1, 2017
| SPH MANAGER, LLC | |||
| By: | /s/ Edward A. Mulé | ||
| Name: Edward A. Mulé | |||
| Title: Member | |||
| EDWARD A MULÉ /s/ Edward A. Mulé | |||
| ROBERT J. O'SHEA /s/ Robert J. O’Shea | |||
| MICHAEL GATTO | |||
| /s/ Michael Gatto | |||