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13D Filing: Carlson Capital and Forestar Group Inc. (FOR)

Published on January 25, 2016 at 11:58 am by Meena Krishnamsetty in Hedge Funds, News

Activist investor Clint Carlson’s Carlson Capital has reported its stake in Forestar Group Inc. (NYSE:FOR) via a 13D filing with the Securities and Exchange Commission. According to the filing, Carlson Capital currently holds around 2.89 million shares of Forestar Group, which represent 8.61% of the company’s outstanding common stock. Since the position is activist, Carlson also said in the filing:

“Consistent with their investment intent, the Reporting Persons have been reviewing their investment in the Company and have engaged in discussions with the Company’s management concerning the business, operations, governance, management, strategy and future plans of the Company.  Based on their review and these discussions, the Reporting Persons have determined that changes to the Company’s Board of Directors may be in the best interest of all stockholders.  As such, the Reporting Persons intend to engage in further discussions with the Company’s management, as well as with the members of the Board of Directors and other stockholders, concerning possible changes to the composition of the Board of Directors.  Among other things, the Reporting Persons may propose the nomination of one or more candidates for election to the Board of Directors in connection with the Company’s 2016 annual meeting of stockholders.”

In its last 13F, Carlson disclosed holding 1.05 million shares of Forestar, as of the end of September 2015.

You can access the original SEC filing by clicking here.

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Page 1 of 15 SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
                                                                                                                                                                                        
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Forestar Group Inc.
 (Name of Issuer)
Common Stock, par value $1.00 per share
 (Title of Class of Securities)
346233109
 (CUSIP Number)
Shahla Ali
Carlson Capital, L.P.
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 2016
(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. [  ]
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 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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Page 3 of 15 SEC Filing

CUSIP No:  346233109
Page 2 of 14 Pages
1
NAMES OF REPORTING PERSONS
Double Black Diamond Offshore Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [     ]
 (b) [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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
0
8
SHARED VOTING POWER
2,735,573 Common Shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,735,573 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,735,573 Common Shares
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)
8.14%
14
TYPE OF REPORTING PERSON
CO

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Page 4 of 15 SEC Filing

CUSIP No:  346233109
Page 3 of 14 Pages
1
NAMES OF REPORTING PERSONS
Black Diamond Offshore Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [     ]
 (b) [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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
0
8
SHARED VOTING POWER
159,208 Common Shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
159,208 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,208 Common Shares
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)
0.47%
14
TYPE OF REPORTING PERSON
CO

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Page 5 of 15 SEC Filing

CUSIP No:  346233109
Page 4 of 14 Pages
1
NAMES OF REPORTING PERSONS
Carlson Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [     ]
 (b) [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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
0
8
SHARED VOTING POWER
2,894,781 Common Shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,894,781 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,894,781 Common Shares
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)
8.61%
14
TYPE OF REPORTING PERSON
PN; IA

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Page 6 of 15 SEC Filing

CUSIP No:  346233109
Page 5 of 14 Pages
1
NAMES OF REPORTING PERSONS
Asgard Investment Corp. II
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [     ]
 (b) [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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
0
8
SHARED VOTING POWER
2,894,781 Common Shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,894,781 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,894,781 Common Shares
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)
8.61%
14
TYPE OF REPORTING PERSON
CO

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Page 7 of 15 SEC Filing

CUSIP No:  346233109
Page 6 of 14 Pages
1
NAMES OF REPORTING PERSONS
Asgard Investment Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [     ]
 (b) [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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
0
8
SHARED VOTING POWER
2,894,781 Common Shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,894,781 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,894,781 Common Shares
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)
8.61%
14
TYPE OF REPORTING PERSON
CO

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Page 8 of 15 SEC Filing

CUSIP No: 346233109
Page 7 of 14 Pages
1
NAMES OF REPORTING PERSONS
Clint D. Carlson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [     ]
 (b) [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 [   ]
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
2,894,781 Common Shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,894,781 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,894,781 Common Shares
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)
8.61%
14
TYPE OF REPORTING PERSON
IN

 

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Page 9 of 15 SEC Filing

CUSIP No:  346233109
Page 8 of 14 Pages
Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) relates to the common stock, par value $1.00 per share (“Common Shares”), of Forestar Group Inc., a Delaware corporation (the “Issuer” or the “Company”). The address of the Issuer’s principal executive office is 6300 Bee Cave Road, Building Two, Suite 500, Austin, Texas 78746.
Item 2. Identity and Background
(a) This Amendment No. 3 is filed by: (i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (“DOF”); (ii) Black Diamond Offshore Ltd., a Cayman Islands exempted company “OFF” and together with DOF, the “Funds”); (iii) Carlson Capital, L.P., a Delaware limited partnership (“Carlson Capital”); (iv) Asgard Investment Corp. II, a Delaware corporation and the general partner of Carlson Capital (“Asgard II”); (v) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II (“Asgard I”); and (vi) Clint D. Carlson, a citizen of the United States of America (“Mr. Carlson” and together with the Funds, Carlson Capital, Asgard II and Asgard I, the “Reporting Persons”). The name, citizenship, present principal occupation or employment and business address of each director and executive officer of Asgard I and Asgard II are set forth in Appendix A attached hereto.
            
(b) The principal business address of each of the Reporting Persons is 2100 McKinney Avenue, Suite 1800, Dallas, TX 75201.
            
 (c) The principal business of the Funds is to invest in securities. The principal business of Carlson Capital is to serve as the investment manager to the Funds and to certain managed accounts (the “Accounts”). The principal business of Asgard II is serving as the general partner of Carlson Capital. The principal business of Asgard I is serving as the sole stockholder of Asgard II. The principal occupation of Mr. Carlson is serving as President of Asgard II, Asgard I and Carlson Capital.
            
 (d) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
            
(e) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is 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.
            
(f) Mr. Carlson is a citizen of the United States
Item 3. Source and Amount of Funds or Other Consideration

Reporting Persons used approximately $2,116,931 (including brokerage commissions) in the aggregate to purchase the Common Shares reported in this Amendment No. 3.

            
 The source of the funds used to acquire the Common Shares reported herein is the working capital of the Funds and the Accounts and margin borrowings described in the following sentence. Such Common Shares are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal

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Page 10 of 15 SEC Filing

CUSIP No:  346233109
Page 9 of 14 Pages
margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein.
Item 4. Purpose of Transaction
The Reporting Persons initially acquired the Common Shares to which this Amendment No. 3 relates for investment purposes in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Issuer. The Reporting Persons acquired the Common Shares because they believed that the Common Shares reported herein, when purchased, represented an attractive investment opportunity.
Consistent with their investment intent, the Reporting Persons have been reviewing their investment in the Company and have engaged in discussions with the Company’s management concerning the business, operations, governance, management, strategy and future plans of the Company.  Based on their review and these discussions, the Reporting Persons have determined that changes to the Company’s Board of Directors may be in the best interest of all stockholders.  As such, the Reporting Persons intend to engage in further discussions with the Company’s management, as well as with the members of the Board of Directors and other stockholders, concerning possible changes to the composition of the Board of Directors.  Among other things, the Reporting Persons may propose the nomination of one or more candidates for election to the Board of Directors in connection with the Company’s 2016 annual meeting of stockholders.
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)–(j) of Item 4 of Schedule 13D. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Common Shares reported herein. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board of Directors, price levels of the Common Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, purchasing additional Common Shares or selling some or all of their Common Shares, engaging in hedging or similar transactions with respect to the Common Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 5.
 Interest in Securities of the Issuer
(a) and (b)  The Reporting Persons may be deemed to beneficially own in the aggregate 2,894,781 Common Shares. Based upon a total of 33,616,255 Common Shares outstanding as of November 2, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 6, 2015, the Reporting Persons’ shares represent approximately 8.61% of the outstanding Common Shares.
            
Carlson Capital, Asgard II, Asgard I and Mr. Carlson have the power to vote and direct the disposition of (i) the 2,735,573 Common Shares reported herein as owned by DOF, and (ii) the 159,208 Common Shares reported herein as owned by OFF.

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Page 11 of 15 SEC Filing

CUSIP No:  346233109
Page 10 of 14 Pages
(c) Information concerning transactions in the Common Shares effected by the Reporting Persons since the most recent filing of Schedule 13D, on Amendment No. 2 filed December 17, 2015, is set forth in Appendix B hereto and is incorporated herein by reference.
(d) Except as set forth herein, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached hereto as Exhibit 1 and is incorporated by reference herein.
Except as set forth herein, there are no contracts, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the Common Shares.
Item 7. Material to be Filed as Exhibits.
Exhibit 1:                         Joint Filing Agreement, dated January 20, 2016

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Page 12 of 15 SEC Filing

CUSIP No:  346233109
Page 11 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated:  January 20, 2016
DOUBLE BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
By: Asgard Investment Corp. II, its general partner
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
By: Asgard Investment Corp. II, its general partner
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
CARLSON CAPITAL, L.P.
By: Asgard Investment Corp. II, its general partner
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
ASGARD INVESTMENT CORP. II
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
ASGARD INVESTMENT CORP.
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
CLINT D. CARLSON
/s/ Clint D. Carlson
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

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Page 13 of 15 SEC Filing

CUSIP No:  346233109
Page 12 of 14 Pages
Appendix A
DIRECTORS AND EXECUTIVE OFFICERS OF ASGARD I AND ASGARD II
    The following sets forth the name, position and principal occupation of each director and executive officer of Asgard I and Asgard II, respectively. Except as otherwise indicated, the business address of each director and officer is 2100 McKinney Avenue, Suite 1800, Dallas, TX 75201. To the best of the Reporting Persons’ knowledge, except as set forth in this Schedule 13D, none of the directors or executive officers of Asgard I or Asgard II owns any Common Shares.


Asgard I
Name
Position
Principal Occupation
Citizenship
Clint Carlson
Director/President
Investment Manager
United States
Nancy Carlson
Secretary/Treasurer
Executive
United States
Asgard II
Name
Position
Principal Occupation
Citizenship
Clint Carlson
Director/President
Investment Manager
United States
Nancy Carlson
Secretary/Treasurer
Executive
United States

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Page 14 of 15 SEC Filing

CUSIP No:  346233109
Page 13 of 14 Pages
Appendix B
TRANSACTIONS IN THE ISSUER’S COMMON SHARES BY THE REPORTING PERSONS
SINCE THE MOST RECENT FILING OF SCHEDULE 13D
    The following tables set forth all transactions in the Common Shares effected by any of the Reporting Persons in the past sixty days, as applicable. All such transactions were effected in the open market through brokers and the price per share is net of commissions.
Double Black Diamond Offshore Ltd.
Trade Date
Type
Quantity
Price
12/23/2015
Buy
189
$
10.93
12/23/2015
Buy
95
$
10.94
12/23/2015
Buy
94
$
10.93
12/28/2015
Buy
2,363
$
11.1429
12/28/2015
Buy
35,437
$
11.1483
12/30/2015
Buy
1,534
$
11.15
12/31/2015
Buy
1,134
$
11.035
12/31/2015
Buy
6,782
$
10.992
1/7/2016
Buy
22,520
$
9.90
1/7/2016
Buy
8,440
$
9.8999
1/8/2016
Buy
82,440
$
9.8137
1/11/2016
Buy
3,153
$
9.2906
1/11/2016
Buy
34,647
$
9.30
Black Diamond Offshore Ltd.
Trade Date
Type
Quantity
Price
12/23/2015
Buy
11
$
10.93
12/23/2015
Buy
5
$
10.94
12/23/2015
Buy
6
$
10.93
12/28/2015
Buy
137
$
11.1429
12/28/2015
Buy
2,063
$
11.1483
12/30/2015
Buy
89
$
11.15
12/31/2015
Buy
66
$
11.035
12/31/2015
Buy
395
$
10.992
1/7/2016
Buy
1,310
$
9.90
1/7/2016
Buy
492
$
9.8999
1/8/2016
Buy
4,798
$
9.8137
1/11/2016
Buy
183
$
9.2906
1/11/2016
Buy
2,017
$
9.30

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Page 15 of 15 SEC Filing

CUSIP No:  346233109
Page 14 of 14 Pages
EXHIBIT 1
 JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
    The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED:  January 20, 2016
DOUBLE BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
By: Asgard Investment Corp. II, its general partner
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
By: Asgard Investment Corp. II, its general partner
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
CARLSON CAPITAL, L.P.
By: Asgard Investment Corp. II, its general partner
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
ASGARD INVESTMENT CORP. II
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
ASGARD INVESTMENT CORP.
By:
 /s/ Clint D. Carlson
Name:
 Clint D. Carlson
Title: President
CLINT D. CARLSON
/s/ Clint D. Carlson

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