UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
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DAVE & BUSTER’S ENTERTAINMENT, INC.
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(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
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238337 109
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(CUSIP Number)
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DECEMBER 31, 2015
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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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CUSIP No. 238337 109
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
OAK HILL CAPITAL PARTNERS III, L.P.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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98-0553247
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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||||
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(a)☐
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|||||
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(b)☒
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|||
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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7,255,088
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|||
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||||
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6
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SHARED VOTING POWER
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0
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||||
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7
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SOLE DISPOSITIVE POWER
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7,255,088
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||||
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8
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,255,088
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|||
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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17.45%*
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* See Item 4
2
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CUSIP No. 238337 109
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
|
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||
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
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|||
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98-0553244
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|
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
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(a)☐
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|||||
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(b)☒
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|||
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
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|
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238,274
|
|
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|||
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|
||||
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6
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SHARED VOTING POWER
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0
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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238,274
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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238,274
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|||
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.57%
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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|||
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3
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CUSIP No. 238337 109
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
OHCP GenPar III, L.P.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
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98-0553239
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
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(a)☐
|
|||||
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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7,493,362
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|||
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||||
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6
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SHARED VOTING POWER
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0
|
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
|
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||
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7,493,362
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|
|||
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||||
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8
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SHARED DISPOSITIVE POWER
|
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0
|
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|||
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||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
7,493,362
|
|
|
|||
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||||
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
|
☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.02%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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|||
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4
|
CUSIP No. 238337 109
|
SCHEDULE 13G
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|
1
|
NAMES OF REPORTING PERSONS
OHCP MGP Partners III, L.P.
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
|
|||
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98-0553232
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|
|||
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|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
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|
|||
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3
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SEC USE ONLY
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|||
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||||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
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CAYMAN ISLANDS
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
7,493,362
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
7,493,362
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
7,493,362
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
18.02%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
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|
|||
|
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|
||||
5
|
CUSIP No. 238337 109
|
SCHEDULE 13G
|
|
1
|
NAMES OF REPORTING PERSONS
OHCP MGP III, Ltd.
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
|
|||
|
98-0553224
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
CAYMAN ISLANDS
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
7,493,362
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
7,493,362
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
7,493,362
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
18.02%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
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|||
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|
||||
6
| Item 1(a). | Name of Issuer |
Dave & Buster’s Entertainment, Inc.
| Item 1(b). | Address of Issuer's Principal Executive Offices |
2481 Mañana Drive
Dallas, Texas 75220
| Item 2. | (a) – (c) This statement is being filed jointly by the Reporting Persons. |
The shares of Common Stock reported in this Schedule 13G are beneficially owned by Oak Hill Capital Partners III, L.P., a Cayman Islands exempted limited partnership and Oak Hill Capital Management Partners III, L.P., a Cayman Islands exempted limited partnership (together, the “Oak Hill Funds”). The general partner of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. is OHCP GenPar III, L.P., a Cayman Islands exempted limited partnership. The general partner of OHCP GenPar III, L.P. is OHCP MGP Partners III, L.P., a Cayman Islands exempted limited partnership. The general partner of OHCP MGP Partners III, L.P. is OHCP MGP III, Ltd., a Cayman Islands exempted company.
J. Taylor Crandall, Steven Gruber and Denis Nayden are the directors of OHCP MGP III, Ltd. Each of these directors is a citizen of the United States. J. Taylor Crandall, Steven B. Gruber, Tyler Wolfram, Denis J. Nayden, John R. Monsky, Caitlin Melchior, Jon Zagrodzky and Chris Taylor are the officers of OHCP MGP III, Ltd. Each of these officers is a citizen of the United States.
J. Taylor Crandall, Steven B. Gruber, Tyler Wolfram, Denis J. Nayden, John R. Monsky, Caitlin Melchior, Jon Zagrodzky and Chris Taylor are referred to as the “Related Persons”. Each of the Related Persons expressly disclaims beneficial ownership of the shares of Common Stock referred to herein.
The business address of each of the Reporting Persons and the Related Persons is c/o Oak Hill Capital Management, LLC, 65 East 55th Street, 32nd Floor, New York, NY 10022.
The Reporting Persons are principally engaged in the business of investments in securities.
(d) Title of Class of Securities
Common Stock, par value $0.01 per share
(e) CUSIP Number
238337 109
7
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
☐
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
| ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| ☐ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership |
(a)-(c)
|
Reporting
Person
|
Amount
Beneficially
Owned(a)
|
Percent
of
Class(b)
|
Number of
shares as
to which
the person
has: Sole
power to
vote or to
direct the
vote
|
Number
of shares
as to
which the
person
has:
Shared
power to
vote or to
direct the
vote
|
Number of
shares as to
which the
person has:
Sole power
to dispose
or to direct
the
disposition
of:
|
Number
of shares
as to
which the
person
has:
Shared
power to
dispose
or to
direct the
disposition
of:
|
|
Oak Hill Capital Partners III, L.P.
|
7,255,088
|
17.45%
|
7,255,088
|
0
|
7,255,088
|
0
|
|
Oak Hill Capital Management Partners III, L.P
|
238,274
|
0.57%
|
238,274
|
0
|
238,274
|
0
|
|
OHCP GenPar III, L.P.
|
7,493,362
|
18.02%
|
7,493,362
|
0
|
7,493,362
|
0
|
|
OHCP MGP Partners III, L.P.
|
7,493,362
|
18.02%
|
7,493,362
|
0
|
7,493,362
|
0
|
|
OHCP MGP III, Ltd.
|
7,493,362
|
18.02%
|
7,493,362
|
0
|
7,493,362
|
0
|
(a) OHCP MGP III, Ltd. is the sole general partner of OHCP MGP Partners III, L.P., which is the sole general partner of OHCP GenPar III, L.P., which is the sole general partner of each of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. OHCP MGP III, Ltd. exercises voting and dispositive control over the shares held by each of the Oak Hill Funds. Investment and voting decisions with regard to the shares of the Company’s common stock owned by the Oak Hill Funds are made by an Investment Committee of the Board of Directors of OHCP MGP III, Ltd. The members of the Board of Directors are J. Taylor Crandall, Steven B. Gruber, Denis J. Nayden and Tyler J. Wolfram. Each of these individuals disclaims beneficial ownership of the shares owned by the Oak Hill Funds.
(b) Ownership percentages are based upon the 41,567,172 shares of Common Stock outstanding as of December 31, 2015 as provided by the Issuer’s transfer agent.
8
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certifications |
Not Applicable
9
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
|
Date: February 8, 2016
|
|||
|
OAK HILL CAPITAL PARTNERS III, L.P.
|
|||
|
By:
|
OHCP GENPAR III, L.P., its general partner
|
||
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
||
|
By:
|
OHCP MGP III, LTD., its general partner
|
||
|
By:
|
/s/ John Monsky
|
||
|
Name:
|
John Monsky
|
||
|
Title:
|
Assistant Secretary
|
||
|
OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
|
|||
|
By:
|
OHCP GENPAR III, L.P., its general partner
|
||
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
||
|
By:
|
OHCP MGP III, LTD., its general partner
|
||
|
By:
|
/s/ John Monsky
|
||
|
Name:
|
John Monsky
|
||
|
Title:
|
Assistant Secretary
|
||
|
OHCP GENPAR III, L.P.
|
|||
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
||
|
By:
|
OHCP MGP III, LTD., its general partner
|
||
|
By:
|
/s/ John Monsky
|
||
|
Name:
|
John Monsky
|
||
|
Title:
|
Assistant Secretary
|
||
10
|
OHCP MGP PARTNERS III, L.P.
|
|||
|
By:
|
OHCP MGP III, LTD., its general partner
|
||
|
By:
|
/s/ John Monsky
|
||
|
Name:
|
John Monsky
|
||
|
Title:
|
Assistant Secretary
|
||
|
OHCP MGP III, LTD.
|
|||
|
By:
|
/s/ John Monsky
|
||
|
Name:
|
John Monsky
|
||
|
Title:
|
Assistant Secretary
|
||
11
EXHIBIT INDEX
|
Exhibit No.
|
|
|
Joint Filing Agreement, dated February 8, 2016, among Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P, OHCP GenPar III, L.P., OHCP MGP Partners III, L.P. and OHCP MGP III, Ltd.
|
12
EXHIBIT 1
JOINT FILING AGREEMENT
We, the signatories of the Statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Dated: February 8, 2016
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OAK HILL CAPITAL PARTNERS III, L.P.
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By:
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OHCP GENPAR III, L.P., its general partner
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By:
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OHCP MGP Partners III, L.P., its general partner
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By:
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OHCP MGP III, LTD., its general partner
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By:
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/s/ John Monsky
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Name:
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John Monsky
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Title:
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Assistant Secretary
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OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
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By:
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OHCP GENPAR III, L.P., its general partner
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By:
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OHCP MGP Partners III, L.P., its general partner
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By:
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OHCP MGP III, LTD., its general partner
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||
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By:
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/s/ John Monsky
|
||
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Name:
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John Monsky
|
||
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Title:
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Assistant Secretary
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||
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OHCP GENPAR III, L.P.
|
|||
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
||
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By:
|
OHCP MGP III, LTD., its general partner
|
||
|
By:
|
/s/ John Monsky
|
||
|
Name:
|
John Monsky
|
||
|
Title:
|
Assistant Secretary
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||
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OHCP MGP PARTNERS III, L.P.
|
|||
|
By:
|
OHCP MGP III, LTD., its general partner
|
||
|
By:
|
/s/ John Monsky
|
||
|
Name:
|
John Monsky
|
||
|
Title:
|
Assistant Secretary
|
||
|
OHCP MGP III, LTD.
|
|||
|
By:
|
/s/ John Monsky
|
||
|
Name:
|
John Monsky
|
||
|
Title:
|
Assistant Secretary
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