Sec Form 13D Filing - KKR Credit Advisors (US) LLC filing for Dave & Buster's Entertainment Inc. (PLAY) - 2021-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 4)

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

(212) 750-8300

with a copy to:

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: ☐

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 (“Act”) 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).

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SCHEDULE 13D

CUSIP No.  238337109

 

 

 

 

 

1	NAMES OF REPORTING PERSONS
	KKR Associates Special Situations (Offshore) II L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,203,469
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			3,203,469
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,203,469
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

 

 

1	NAMES OF REPORTING PERSONS
	KKR Credit Advisors (US) LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			3,203,469
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			3,203,469
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,203,469
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 

 

 

 

SCHEDULE 13D

CUSIP No.  238337109

 

SCHEDULE 13D

CUSIP No.  238337109

SCHEDULE 13D

CUSIP No.  238337109

 

 

SCHEDULE 13D

CUSIP No.  238337109

This Amendment No. 4 to the Schedule 13D (this “Amendment No. 4”) filed by the Reporting Persons (as defined below) relates to the Common Stock, $0.01 par value (the “Common Stock”), of Dave & Buster’s Entertainment, Inc. (the “Issuer”) and amends the Statement on Schedule 13D filed on January 17, 2020 (the “Original Schedule”), as amended by Amendment No. 1 filed on March 4, 2020, Amendment No. 2 filed on May 12, 2020 and Amendment No. 3 filed on September 22, 2020 (as amended, the “Schedule 13D”).

Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

This statement on Schedule 13D is being filed by:

(i)

KKR Dragon Aggregator L.P., a Delaware limited partnership (“Dragon”);

(ii)

KKR Dragon Aggregator GP LLC, a Delaware limited liability company (“Dragon GP”);

(iii)

Powell Investors II Limited Partnership, a Cayman Islands limited partnership (“Powell”);

(iv)

KKR Special Situations Fund II Limited, a Cayman Islands limited company (“Fund II Limited”);

(v)

KKR Special Situations (EEA) Fund II L.P., a limited partnership organized under the laws of England and Wales (“Fund II LP”);

(vi)

KKR Associates Special Situations (EEA) II Limited, a Cayman Islands limited company (“KKR Associates II”);

(vii)

KKR Associates Special Situations (Offshore) II L.P., a Cayman Islands limited partnership (“KKR Associates Offshore II”);

(viii)

KKR Special Situations (Offshore) II Limited, a Cayman Islands limited company (“Offshore II Limited”);

(ix)

KKR Financial Holdings LLC, a Delaware limited liability company (“KFN”);

(x)

KKR Credit Fund Advisors LLC, a Delaware limited liability company (“KCFA”);

(xi)

KKR Credit Advisors (US) LLC, a Delaware limited liability company (“KCA”);

(xii)

Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“Kohlberg Kravis Roberts &  Co.”);

(xiii)

KKR & Co. GP LLC, a Delaware limited liability company (“KKR GP LLC”);

(xiv)

KKR Holdco LLC, a Delaware limited liability company (“KKR Holdco”);

(xv)

KKR Group Partnership L.P., a Cayman Islands limited partnership (“KKR Group Partnership”);

(xvi)

KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);

(xvii)

KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);

(xviii)

KKR Management LLP, a Delaware limited liability partnership (“KKR Management”);

(xix)

Henry R. Kravis, a United States citizen; and

(xx)

George R. Roberts, a United States citizen (the entities and persons listed in items (i) through (xx) are collectively referred to herein as the “Reporting Persons”).

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On May 8, 2020, John Hockin, then an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), was appointed to the board of directors of the Issuer. Effective September 8, 2021, per the Issuer’s Corporate Governance Guidelines, Mr. Hockin tendered his resignation from the Issuer’s Board of Directors, in connection with his leaving his position with Kohlberg Kravis Roberts & Co. L.P.

The information set forth in Items 2, 3 and 6 and Annex A of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

Paragraphs (a) -(c) of Item 5 are hereby amended and restated in their entirety as follows:

(a)-(b) The Reporting Persons beneficially own an aggregate of 3,203,469 shares of Common Stock, which includes 2,290,161 shares of Common Stock held directly by Dragon and

913,308 shares of Common Stock held directly by Powell, or an aggregate of 6.6% of the Common Stock outstanding, based on 48,256,375 shares of Common Stock outstanding as of September 3, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on September 9, 2021.

The Reporting Persons or their affiliates also have additional economic exposure to an aggregate of 41,411 shares of Common Stock as further described under Item 6 below, for a total aggregate economic exposure of the Reporting Persons and their affiliates of 3,244,880 shares of Common Stock, representing approximately 6.7% of the outstanding shares of Common Stock.

Each of Dragon GP (as the general partner of Dragon), Powell (including as the sole member of Dragon GP), Fund II Limited (as the general partner of Powell), Fund II LP (as the sole member of Fund II Limited), KKR Associates II (as the general partner of Fund II LP), KKR Associates Offshore II (as the controlling member of KKR Associates II), Offshore II Limited (as the general partner of KKR Associates Offshore II), KFN (as a member of Offshore II Limited), KCFA (as an investment advisor to Powell), KCA (as the sole owner of KCFA), Kohlberg Kravis Roberts & Co. (as the holder of all of the outstanding equity interests in KCA), KKR GP LLC (as the general partner of Kohlberg Kravis Roberts & Co.), KKR Holdco (as the sole member of KKR GP LLC), KKR Group Partnership (as the sole member of KKR Holdco, the sole member of KFN and a member of Offshore II Limited), KKR Group Holdings (as the general partner of KKR Group Partnership), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as the Series I preferred stockholder of KKR & Co.) and Messrs. Kravis and Roberts (as the founding partners of KKR Management) may also be deemed to beneficially own some or all of the shares of Common Stock reported herein.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.  The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this statement.

(c) On November 4, 2021, Dragon made an in-kind distribution of shares of Common Stock to certain of its indirect limited partners, distributing an aggregate of  596,946 shares of Common Stock (the “Dragon Distribution”). The Dragon Distribution was made solely to unaffiliated third parties and does not represent any sale of shares of Common Stock by affiliates of KKR or funds or accounts managed by KKR or its affiliates.  Except as set forth above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Dragon has entered into derivative agreements (the “Derivative Agreements”) in the form of cash settled forward contracts with respect to 41,411 shares of Common Stock (representing economic exposure to less than 0.1% of the outstanding shares of Common Stock).  The Reporting Persons disclaim beneficial ownership in the shares of Common Stock that are the

subject of the Derivative Agreements. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

SIGNATURES

 

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Annex A

Annex A is hereby amended and restated as follows:

Directors of KKR & Co. Inc.

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Arturo Gutierrez, who is a citizen of Mexico, Xavier Niel, who is a citizen of France and Evan Spiegel, who is a citizen of the United States and France.

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