This statement on Schedule 13D (this “Schedule 13D”) relates to shares of Common Stock, $0.01 par value (the “Common Stock”), of Dave & Buster’s Entertainment, Inc., a Delaware corporation (the “Issuer”). The
principal executive offices of the Issuer are located at 2481 Manana Drive, Dallas, Texas 75220.
(a), (f) This statement on Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, 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”).
Dragon GP is the general partner of Dragon. Powell is the sole member of Dragon GP. Fund II Limited is the general partner of Powell. Fund II LP is the sole member of Fund II Limited. KKR Associates II is the
general partner of Fund II LP. KKR Associates Offshore II is the controlling member of KKR Associates II. Offshore II Limited is the general partner of KKR Associates Offshore II. KFN is a member of Offshore II Limited. KCFA is an
investment advisor to Powell and is a wholly-owned subsidiary of KCA. Kohlberg Kravis Roberts & Co. is the holder of all of the outstanding equity interests in KCA. KKR GP LLC is the general partner of Kohlberg Kravis Roberts & Co.
KKR Holdco is the sole member of KKR GP LLC. KKR Group Partnership is the sole member of KKR Holdco, is the sole member of KFN and is a member of Offshore II Limited. KKR Group Holdings is the general partner of KKR Group Partnership. KKR
& Co. is the sole shareholder of KKR Group Holdings. KKR Management is the Class B common stockholder of KKR & Co. Messrs. Kravis and Roberts are the founding partners of KKR Management.
The executive officers of KCA are Nathaniel Zilkha, Christopher Sheldon, Todd Builione, Noah Greenhill, Jeffrey B. Van Horn, and Annette O’Donnell-Butner. Mr. Van Horn is a director of Fund II Limited and KKR
Associates II. Each of Messrs. Van Horn and David J. Sorkin is a director of Offshore II Limited. Each of Messrs. Scott C. Nuttall, Joseph Y. Bae, Robert H. Lewin and David J. Sorkin is a director of KKR Group Holdings. The executive
officers of KKR Group Holdings and KKR & Co. are Messrs. Kravis, Roberts, Nuttall, Bae, Lewin and Sorkin. The directors of KKR & Co. are listed on Annex A attached hereto, which is incorporated herein by reference. Each of Messrs.
Nuttall, Bae, Sorkin, Zilkha, Sheldon, Builione, Greenhill, and Van Horn and Ms. O’Donnell-Butner is a United States citizen and Mr. Lewin is a Canadian citizen.
The Reporting Persons have entered into a joint filing agreement, dated as of January 17, 2020, a copy of which is attached as Exhibit A.
(b) The address of the principal business office of the Reporting Persons and the individuals named in this Item 2, other than as noted below, is:
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019
The address of the principal business office of Mr. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
The address of the principal business office of KCA, KCFA, Powell, Fund II Limited, Fund II LP, KKR Associates II, KKR Associates Offshore II and Messrs. Sheldon and Van Horn and Ms.
O’Donnell-Butner is:
c/o KKR Credit Advisors (US) LLC
555 California Street, 50th Floor
San Francisco, CA 94104
(c) Each of KFN, KKR Holdco, KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management is principally engaged as a holding company. Dragon and Powell are principally engaged in the
business of investing in securities. Dragon GP, Fund II Limited, Fund II LP, KKR Associates II, KKR Associates Offshore II and Offshore II Limited are principally engaged in the business of being the general partner or member of investment
entities affiliated with KKR Group Partnership, including, directly or indirectly, Dragon and Powell. Kohlberg Kravis Roberts & Co., KCA and KCFA are principally engaged in the investment management business. KKR GP LLC is principally
engaged as the general partner of Kohlberg Kravis Roberts & Co.
The present principal occupation or employment of each of Messrs. Kravis, Roberts, Nuttall, Bae, Lewin, Sorkin, Zilkha, Sheldon, Builione, Greenhill and Van Horn and Ms. O’Donnell-Butner is as an executive of
Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.
(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Dragon and Powell purchased the securities reported herein as beneficially owned for a total purchase price of approximately $77,725,344 (excluding commissions). The source of funds for such
transactions was funds available to the Reporting Persons, including capital contributions from investors.
The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.
The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not
limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting
Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current
intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common
Stock or other securities of the Issuer (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Common Stock or other securities of the Issuer or continue to hold, or cause
affiliates to hold, Common Stock or other securities of the Issuer (or any combination or derivative thereof).
In addition, without limitation, the Reporting Persons have and intend to continue to engage in discussions with management or the board of directors of the Issuer about its business, operations, strategy, plans
and prospects, from time to time. In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors of the Issuer, stockholders or other securityholders of the Issuer and other relevant
parties or take other actions concerning any extraordinary corporate transaction (including, but not limited to, a merger, reorganization or liquidation), a sale or transfer of a material amount of assets, a change in the board of directors
or management, a material change in the capitalization or dividend policies, other material changes in the Issuer’s business or corporate structure, changes in the Issuer’s charter, bylaws or other actions that may impede the acquisition of
control, de-listing or de-registration of the Issuer, or similar actions.
Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named
in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities
presently contemplated by the Reporting Persons and each other individuals named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.
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.
(a)-(b) The Reporting Persons beneficially own an aggregate of 1,938,476 shares of Common Stock, which includes 1,025,168 shares of Common Stock held directly by Dragon and 913,308 shares of
Common Stock held directly by Powell, or an aggregate of 6.3% of the Common Stock outstanding, based on 30,570,973 shares of Common Stock outstanding as of December 4, 2019, as reported in the Issuer’s Form 10-Q, filed with the Securities and
Exchange Commission on December 10, 2019.
The Reporting Persons or their affiliates also have additional economic exposure to an aggregate of 1,345,493 shares of Common Stock as further described under Item 6 below, for a total
aggregate economic exposure of the Reporting Persons and their affiliates to 3,283,969 shares of Common Stock, representing approximately 10.7% 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 Class B common 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) Set forth below are transactions in Common Stock by the Reporting Persons during the previous 60 days, all of which were made by Dragon as open-market purchases on the NASDAQ Stock Market
LLC.
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.
(e) Not applicable
Dragon has entered into derivative agreements (the “Derivative Agreements”) in the form of cash settled forward contracts with respect to 1,345,493 shares of Common Stock (representing economic exposure to
approximately 4.4% 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.
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.
Dated: January 17, 2020
Annex A
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 Xavier Niel, who is a citizen of France.