UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 15)
AFFINITY GAMING
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
Not Applicable
(CUSIP Number)
Steven Weiser
Silver Point Capital, L.P.
2 Greenwich Plaza, First Floor
Greenwich, CT 06830
203-542-4200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 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
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 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)x (b)o | |||
| 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) | 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* | ||||
| 16,788,459.4 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER* | ||||
| 5,094,786 | |||||
| 10 | SHARED DISPOSITIVE POWER* -0- | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
| 16,788,459.4 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | ||||
| 82.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| IA, PN | |||||
*See Item 5.
| 1 | Includes 5,094,786 Shares (as defined in this Schedule 13D) owned by an affiliate of the Reporting Persons as described in this Schedule 13D. In addition, as further described in Item 4 of Amendment 14 to this Schedule 13D, the Reporting Persons may be deemed to beneficially own the Shares beneficially owned by the Other Reporting Persons (as defined in this Schedule 13D) pursuant to the Settlement Agreement (as defined in this Schedule 13D). As such, these amounts include the 11,693,673.4 Shares beneficially owned by the Other Reporting Persons, which number is based upon the amount of Shares owned by the Other Reporting Persons as publicly disclosed in the most recent reports on Schedule 13D filed by the Other Reporting Persons. |
| 2 | The percentages used herein and in the rest of this Schedule 13D are calculated based upon 20,315,586 outstanding Shares as of May 12, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q filed on May 12, 2015. |
SCHEDULE 13D
| CUSIP NO. Not Applicable | |||||
| 1 | NAMES OF REPORTING PERSONS | ||||
| Edward A. Mulé | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)x (b)o | |||
| 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) | o | |||
| 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* | ||||
| 16,788,459.4 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER* | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER*
5,094,786 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
| 16,788,459.4 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | ||||
| 82.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| IN | |||||
*See Item 5.
SCHEDULE 13D
| 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)x (b)o | |||
| 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) | o | |||
| 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* | ||||
| 16,788,459.4 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER* | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER*
5,094,786 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
| 16,788,459.4 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |||
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11) * | ||||
| 82.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
*See Item 5.
This Amendment No. 15 (“Amendment No. 15”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on May 7, 2012, as amended by Amendment No. 1 filed by the Reporting Persons on October 31, 2012, Amendment No. 2 filed by the Reporting Persons on November 5, 2012, Amendment No. 3 filed by the Reporting Persons on December 14, 2012, Amendment No. 4 filed by the Reporting Persons on February 19, 2013, Amendment No. 5 filed by the Reporting Persons on March 11, 2013, Amendment No. 6 filed by the Reporting Persons on March 12, 2013, Amendment No. 7 filed by the Reporting Persons on March 18, 2013, Amendment No. 8 filed by the Reporting Persons on April 4, 2013, Amendment No. 9 filed by the Reporting Persons on May 15, 2013, Amendment No. 10 filed by the Reporting Persons on May 30, 2013, Amendment No. 11 filed by the Reporting Persons on October 15, 2013, Amendment No. 12 filed by the Reporting Persons on December 4, 2013, Amendment No. 13 filed by the Reporting Persons on April 23, 2014 and Amendment No. 14 filed by the Reporting Persons on July 30, 2014 (as amended as of the date hereof, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 15 shall have the meaning assigned to such term in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented as follows:
Pursuant to a request from the Special Committee of the Board, the Reporting Persons intend to advise the Special Committee and its representatives that (a) the Reporting Persons are not supportive of theApril 3, 2015 proposal of Z Capital to acquire all of the outstanding Shares of the Issuer that Z Capital does not already own at a price of $9.75 per Share and (b) such proposed price is substantially below the price at which the Reporting Persons would be willing to consider a sale of the Reporting Persons’ Shares. The Reporting Persons advised Z Capital of the Reporting Persons’ views as set forth above and that the Reporting Persons would be willing to consider an acquisition of the Shares held by Z Capital at a price higher than $9.75 per Share. The Reporting Persons also discussed the above with certain other shareholders of the Issuer. The Reporting Persons expect that such discussions with the Special Committee, Z Capital and other holders of Shares will continue with respect to the foregoing and related matters.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
Item 4 above summarizes certain discussions with the Issuer, Z Capital and other shareholders of the Issuer. As of this date, these discussions have not resulted in any contracts, arrangements, understandings or relationships between the Reporting Persons and the Issuer, any shareholder of the Issuer or any other person with respect to the matters referred to in item 4 or the securities of the Issuer.
Item 7. Material to be filed as Exhibits
Exhibit 99.11: Joint Filing Agreement, dated May 19, 2015.
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: May 19, 2015
| 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
|
