for13d110915.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934
 
(Amendment No. )*



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
 
with a copy to:
George J. Mazin
Dechert LLP
1095 Avenue of the Americas
New York, NY  10036 
 (Name, Address and Telephone Number of Person
 Authorizsed to Receive Notices and Communications)
 
  November 6, 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 Rule 13D-1(e), rule 13d-1(f) or Rule 13d-1(g), check the following box.  [   ]
 
(Page 1 of 14 Pages)
_________________________
* 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 (the “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).
 


 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 2 of  14 Pages
 
 
 
1
 NAMES OF REPORTING PERSON          
    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
             WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 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
          1,857,730 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   1,857,730 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,857,730 Common Shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
      [  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
       5.53%
   
14
TYPE OF REPORTING PERSON
      CO
 
 
 
 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 3 of  14 Pages
 
 
 
1
 NAMES OF REPORTING PERSON          
    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
             WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 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
          108,117 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   108,117 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       108,117 Common Shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
      [  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
       0.32%
   
14
TYPE OF REPORTING PERSON
      CO
 
 
 
 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 4 of  14 Pages
 
 
 
1
 NAMES OF REPORTING PERSON          
    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
             AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 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
          1,965,847 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   1,965,847 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,965,847 Common Shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
      [  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
       5.85%
   
14
TYPE OF REPORTING PERSON
      PN; IA
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 5 of  14 Pages
 
 
 
1
 NAMES OF REPORTING PERSON          
    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
             AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 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
          1,965,847 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   1,965,847 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,965,847 Common Shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
      [  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
       5.85%
   
14
TYPE OF REPORTING PERSON
      CO
 
 
 
 
 
 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 6 of 14 Pages
 
 
 
1
 NAMES OF REPORTING PERSON          
    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
             AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 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
          1,965,847 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   1,965,847 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,965,847 Common Shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
      [  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
       5.85%
   
14
TYPE OF REPORTING PERSON
      CO
 
 
 
 
 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 7 of  14 Pages
 
 
 
1
 NAMES OF REPORTING PERSON          
    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
             AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 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
          1,965,847 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   1,965,847 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,965,847 Common Shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
      [  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
       5.85%
   
14
TYPE OF REPORTING PERSON
      IN
 
 

 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 8 of  14 Pages
 
 
 
 
 Item 1. SECURITY AND ISSUER
   
   This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $1.00 per share (“Common Shares”), of Forestar Group Inc., a Delaware corporation (the “Issuer”). 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 Schedule 13D 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 $12,605,303 (including brokerage commissions) in the aggregate to purchase the Common Shares reported in this Schedule 13D.
   
 
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 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 acquired the Common Shares to which this Schedule 13D 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.
   
 
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. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning matters with respect to the Reporting Persons' investment in the Common Shares, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer. 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.
 
 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 9 of  14 Pages
 
 
 
 Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  (a) and (b)
   
 
The Reporting Persons may be deemed to beneficially own in the aggregate 1,965,847 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 5.85% 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 1,857,730 Common Shares reported herein as owned by DOF, and (ii) the 108,117 Common Shares reported herein as owned by OFF.
   
 
(c) Information concerning transactions in the Common Shares effected by the Reporting Persons during the past sixty days 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 dividendg 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 Description
   
 1 Joint Filing Agreement, dated November 9, 2015.
   
  
 
 
 
 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 10 of  14 Pages
 
 
 
 

SIGNATURES


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: November 9, 2015

    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
 
 
 
 
 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 11 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

 
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 12 of  14 Pages
 
 
 
 

Appendix B
 
TRANSACTIONS IN THE ISSUER'S COMMON SHARES BY THE REPORTING PERSONS IN THE PAST
SIXTY DAYS
 
    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.

 



Type
Qty
Price
Net Amount
Trade Date
Sell
3,048
13.73
41,787.31
9/28/2015
Sell
65,559
13.6786
895,755.44
9/28/2015
Buy
72,387
13.0395
945,338.03
10/1/2015
Buy
30,713
14.4132
442,780.11
10/20/2015
Buy
14,175
14.3809
203,991.01
10/20/2015
Buy
3,402
14.3517
48,858.50
10/20/2015
Buy
8,315
14.3918
119,750.97
10/20/2015
Buy
9,451
14.4589
136,745.57
10/20/2015
Buy
21,263
14.4555
307,792.56
10/21/2015
Buy
44,132
14.4672
639,128.45
10/23/2015
Buy
189
14.24
2,692.02
10/26/2015
Buy
3,230
14.2945
46,203.53
10/26/2015
Buy
17,901
14.2979
256,125.72
10/26/2015
Buy
11,849
14.2059
168,444.20
10/27/2015
Buy
2,457
13.945
34,287.44
10/27/2015
Buy
190
13.9675
2,654.50
10/27/2015
Buy
1,530
13.97
21,389.40
10/27/2015
Buy
70,330
13.6452
959,913.08
11/4/2015
Buy
135,513
13.6823
1,856,162.22
11/4/2015
Buy
4,671
13.7496
64,271.09
11/4/2015
Buy
12,806
13.6656
175,129.73
11/4/2015
Buy
1,590
13.6539
21,725.60
11/4/2015
Buy
47,250
13.6876
647,447.85
11/5/2015
Buy
16,202
13.6716
221,563.97
11/5/2015
Buy
379
13.6575
5,179.98
11/5/2015
Buy
1,365
13.6674
18,669.65
11/5/2015
Buy
13,647
13.6806
186,835.61
11/5/2015
Buy
37,676
13.7369
517,683.32
11/5/2015
Buy
283,500
13.6
3,861,270.00
11/6/2015
 
 
 
 
 
CUSIP No. 346233109
SCHEDULE 13D
Page 13 of 14 Pages
 
 
 
 
Black Diamond Offshore Ltd.
 
Type
Qty
Price
Net Amount
Trade Date
Sell
177
13.73
2426.62
9/28/2015
Sell
3,816
13.6786
52139.34
9/28/2015
Buy
4,213
13.0395
55019.67
10/1/2015
Buy
1,787
14.4132
25762.64
10/20/2015
Buy
825
14.3809
11872.49
10/20/2015
Buy
198
14.3517
2843.62
10/20/2015
Buy
485
14.3918
6984.87
10/20/2015
Buy
549
14.4589
7943.43
10/20/2015
Buy
1,237
14.4555
17906.19
10/21/2015
Buy
2,568
14.4672
37190.29
10/23/2015
Buy
11
14.24
156.68
10/26/2015
Buy
188
14.2945
2689.25
10/26/2015
Buy
1,042
14.2979
14908.83
10/26/2015
Buy
690
14.2059
9808.97
10/27/2015
Buy
143
13.945
1995.56
10/27/2015
Buy
10
13.9675
139.71
10/27/2015
Buy
90
13.97
1258.2
10/27/2015
Buy
4,093
13.6452
55864.13
11/4/2015
Buy
7,887
13.6823
108030.61
11/4/2015
Buy
271
13.7496
3728.85
11/4/2015
Buy
746
13.6656
10202
11/4/2015
Buy
93
13.6539
1270.74
11/4/2015
Buy
2,750
13.6876
37682.15
11/5/2015
Buy
943
13.6716
12895.62
11/5/2015
Buy
21
13.6575
287.02
11/5/2015
Buy
80
13.6674
1094.19
11/5/2015
Buy
794
13.6806
10870.34
11/5/2015
Buy
2,193
13.7369
30132.7
11/5/2015
Buy
16,500
13.6
224730
11/6/2015

 
 
 
 
 
 
SCHEDULE 13D
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.
 
DATE: November 9, 2015

    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