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November 14, 2016
VIA EDGAR AND E-MAIL
Perry J. Hindin
Special Counsel
Office of Mergers & Acquisitions
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Re: Affinity Gaming
Preliminary Proxy Statement on Schedule 14A
Filed on October 14, 2016
File No. 0-54085
Schedule 13E-3
Filed by Affinity Gaming, Z Capital Partners, L.L.C. et. al
Filed on October 14, 2016
File No. 5-85867
Dear Mr. Hindin:
As discussed on our call on November 8, 2016, on behalf of our client, Affinity Gaming (“Affinity” or the “Company”), we hereby request the withdrawal of the Schedule 13E-3 filing originally filed on October 14, 2016.
As discussed, the Company currently has and, since January 1, 2015 has had, less than 300 stockholders of record. Therefore the contemplated transaction will not have the effect of causing registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of any class of equity securities of the Company to become eligible for termination, as the Company was already so eligible.
This position is further supported by the Division of Corporate Finance’s interpretation reflected in question 104.01 of the Compliance and Disclosure Interpretations with respect to Exchange Act Rule 13e-3 as applied to going-private transactions and Schedule 13E-3.
Based on the above, the Company is not subject to Exchange Act Rule 13e-3. The Company has amended its proxy statement throughout to reflect this.