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Form SC 13D/A Forestar Group Inc. Filed by: CARLSON CAPITAL L P

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December 2, 2016 4:59 PM EST


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


SCHEDULE 13D


Under the Securities Exchange Act of 1934
 
(Amendment No. 6 )*



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
 Authorizsed to Receive Notices and Communications)
 
  December 1, 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 Rule 13D-1(e), rule 13d-1(f) or Rule 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).


 
 
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
          2,040,759 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   2,040,759 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      2,040,759 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
       6.05%
   
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
          118,770 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   118,770 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       118,770 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
       0.35%
   
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
          2,159,529 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   2,159,529 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       2,159,529 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
       6.40%
   
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
          2,159,529 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   2,159,529 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       2,159,529 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
       6.40%
   
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
          2,159,529 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   2,159,529 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       2,159,529 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
       6.40%
   
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
          2,159,529 Common Shares
9
SOLE DISPOSITIVE POWER
          0
10
SHARED DISPOSITIVE POWER
   2,159,529 Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       2,159,529 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
       6.40%
   
14
TYPE OF REPORTING PERSON
      IN
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 8 of 14 Pages
 
 Item 1. SECURITY AND ISSUER
   
  This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) 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 Amendment No. 6 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
   
 
From November 9, 2016 through December 1, 2016, the Reporting Persons sold 708,929 shares of common stock for an aggregate consideration of $9,033,566.86.
   
 
The source of the funds used to acquire the Common Shares reported herein is the working capital of the Funds 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 Amendment No. 6 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 engaged in conversations with the Company's CEO regarding, among other things, changes to the Company's Board of Directors (the "Board").  Towards that end, on February 5, 2016, Carlson Capital entered into a Director Nomination Agreement with the Company, pursuant to which the Company agreed to appoint Mr. Richard D. Squires of Lennox Capital Partners to the Board as promptly as practicable after the execution and delivery of the Director Nomination Agreement.  In connection therewith, Mr. Charles W. Matthews resigned from his current position as a director of the Company, effective immediately upon the execution of the Director Nomination Agreement.  The Company also agreed not to increase the size of the Board during the Standstill Period (defined herein).
   
  The Company further agreed to exercise its reasonable best efforts, including the solicitation of proxies, to cause the election of Mr. Squires at the 2016 annual meeting of stockholders of the Company ("2016 Annual Meeting"), it being understood that such efforts shall not be less than the efforts used by the Company to obtain the election of any other director nominee nominated to serve as director on the Board of the 2016 Annual Meeting.  Subject to the Company's governance policies and the applicable exchange rules and regulations, Mr. Squires will be offered the opportunity to become a member of the Board's Nominating and Governance Committee.
   
  Also pursuant to the Director Nomination Agreement, absent a material breach by the Company, Carlson Capital and its Affiliates (as defined in the Director Nomination Agreement) agreed to abstain from engaging in certain actions listed in Section 3 of the Director Nomination Agreement from the date of the Director Nomination Agreement until two business days before the nomination deadline for the 2017 annual meeting of the stockholders of the Company (the "Standstill Period").
   
  In addition, pursuant to the Director Nomination Agreement, Carlson Capital and its Affiliates agreed, during the Standstill Period, to vote all Common Shares over which they have voting authority (i) for all existing directors nominated by the Board for election at a stockholders meeting and (ii) in accordance with any recommendation of the Board on any other proposal or other business set forth in Schedule 1 of the Director Nomination Agreement, provided, however, that nothing in the Director Nomination Agreement shall limit or restrict Carlson Capital's and its Affiliates' ability and right to vote the Common Shares with respect to which they have any voting authority on proposals that require shareholder approval relating to mergers, acquisitions or other business combinations or extraordinary transactions, or the issuance of the Company's equity securities in connection with any such transaction.
 
 
 
 
CUSIP No.  346233109
SCHEDULE 13D
Page 9 of 14 Pages
 
 
 
 
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.  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, and subject to the terms of the Director Nomination Agreement, 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 2,159,529 Common Shares. Based upon a total of 33,722,230 Common Shares outstanding as of November 3, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2016, filed with the Securities and Exchange Commission on November 9, 2016, the Reporting Persons' Common Shares represent approximately 6.40% 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 2,040,759 Common Shares reported herein as owned by DOF, and (ii) the 118,770 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 December 2, 2016.
   
  
 
 
 
 
 
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: December 2, 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
 
 
 
 
 
 
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
 
6,186
  
11.6
  
71,663.24
  
11/9/2016
Sell
 
4,064
  
11.6105
  
47,123.08
  
11/9/2016
Sell
 
567
  
11.6917
  
6,620.53
  
11/9/2016
Sell
 
26,983
  
11.808
  
318,203.55
  
11/9/2016
Sell
 
21,578
  
12.3625
  
266,428.53
  
11/11/2016
Sell
 
16,222
  
12.4039
  
200,968.34
  
11/11/2016
Sell
 
190
  
12.525
  
2,376.84
  
11/16/2016
Sell
 
4,819
  
12.5
  
60,163.90
  
11/16/2016
Sell
 
4,780
  
12.45
  
59,414.10
  
11/16/2016
Sell
 
94
  
12.475
  
1,172.29
  
11/16/2016
Sell
 
46,818
  
12.3156
  
575,876.92
  
11/16/2016
Sell
 
32,271
  
12.3138
  
396,885.90
  
11/16/2016
Sell
 
5,528
  
12.4
  
68,462.78
  
11/17/2016
Sell
 
47,250
  
12.407
  
585,272.96
  
11/17/2016
Sell
 
47,250
  
12.3836
  
584,403.59
  
11/17/2016
Sell
  
41,391
  
12.8064
  
529,437.27
  
11/21/2016
Sell
  
47,250
  
12.8225
  
605,141.17
  
11/22/2016
Sell
  
56,700
  
12.7966
  
724,700.90
  
11/23/2016
Sell
  
33,467
  
13.0752
  
437,076.17
  
11/28/2016
Sell
  
21,342
  
13.1059
  
279,379.89
  
11/29/2016
Sell
  
39,691
  
13.075
  
517,360.87
  
11/29/2016
Sell
  
9,734
  
13.2721
  
129,041.78
  
11/29/2016
Sell
  
37,516
  
13.2656
  
497,098.65
  
11/29/2016
Sell
  
47,250
  
13.2021
  
623,076.87
  
11/29/2016
Sell
  
5,386
  
13.4557
  
72,390.02
  
12/1/2016
Sell
  
56,064
  
13.3721
  
748,836.10
  
12/1/2016
Sell
  
9,547
  
13.4369
  
128,136.07
  
12/1/2016

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


Black Diamond Offshore Ltd.
 

Type
 
Qty
 
Price
 
Net Amount
 
Trade Date
Sell
 
360
  
11.6
  
4,170.51
  
11/9/2016
Sell
 
236
  
11.6105
  
2,736.48
  
11/9/2016
Sell
 
33
  
11.6917
  
385.32
  
11/9/2016
Sell
 
1,571
  
11.808
  
18,526.40
  
11/9/2016
Sell
 
1,255
  
12.3625
  
15,495.77
  
11/11/2016
Sell
 
945
  
12.4039
  
11,707.25
  
11/11/2016
Sell
 
10
  
12.525
  
125.10
  
11/16/2016
Sell
 
281
  
12.5
  
3,508.20
  
11/16/2016
Sell
 
278
  
12.45
  
3,455.46
  
11/16/2016
Sell
 
6
  
12.475
  
74.83
  
11/16/2016
Sell
 
2,724
  
12.3156
  
33,506.10
  
11/16/2016
Sell
 
1,879
  
12.3138
  
23,108.94
  
11/16/2016
Sell
 
322
  
12.4
  
3,987.88
  
11/17/2016
Sell
 
2,750
  
12.407
  
34,063.51
  
11/17/2016
Sell
 
2,750
  
12.3836
  
34,012.91
  
11/17/2016
Sell
  
2,409
  
12.8064
  
30,813.81
  
11/21/2016
Sell
  
2,750
  
12.8225
  
35,219.85
  
11/22/2016
Sell
  
3,300
  
12.7966
  
42,178.36
  
11/23/2016
Sell
  
1,948
  
13.0752
  
25,440.71
  
11/28/2016
Sell
  
1,243
  
13.1059
  
16,271.62
  
11/29/2016
Sell
  
2,309
  
13.075
  
30,097.15
  
11/29/2016
Sell
  
566
  
13.2721
  
7,503.36
  
11/29/2016
Sell
  
2,184
  
13.2656
  
28,938.68
  
11/29/2016
Sell
  
2,750
  
13.2021
  
36,263.73
  
11/29/2016
Sell
  
314
  
13.4557
  
4,220.29
  
12/1/2016
Sell
  
3,262
  
13.3721
  
43,569.91
  
12/1/2016
Sell
  
556
  
13.4369
  
7,462.42
  
12/1/2016
 
 
 
CUSIP No. 346233109
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: December 2, 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



 


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