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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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. |
315653402 |
1 | NAMES OF REPORTING PERSONS Double Black Diamond Offshore Ltd. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,231,819 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,231,819 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,231,819 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.1% | |||||
12 | TYPE OF REPORTING PERSON | ||||
CO |
1 | NAMES OF REPORTING PERSONS Carlson Capital, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,382,915 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,382,915 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,382,915 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.6% | |||||
12 | TYPE OF REPORTING PERSON | ||||
PN, IA |
1 | NAMES OF REPORTING PERSONS Asgard Investment Corp. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,382,915 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,382,915 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,382,915 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.6% | |||||
12 | TYPE OF REPORTING PERSON | ||||
CO |
1 | NAMES OF REPORTING PERSONS Clint D. Carlson |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
U.S. Citizen | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,382,915 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,382,915 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,382,915 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.6% | |||||
12 | TYPE OF REPORTING PERSON | ||||
IN |
(i) | Carlson Capital, L.P.; | ||
(ii) | Asgard Investment Corp.; | ||
(iii) | Clint D. Carlson (Mr. Carlson); and | ||
(iv) | Double Black Diamond Offshore Ltd. |
(i) | Carlson Capital, L.P. is a Delaware limited partnership. | ||
(ii) | Asgard Investment Corp. is a Delaware corporation. | ||
(iii) | Mr. Carlson is a United States citizen. | ||
(iv) | Double Black Diamond Offshore Ltd. is a Cayman Islands exempted company. |
Item 3 | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: |
(a) | o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) | ||
(b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) | þ An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f) | o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g) | o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
(h) | o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i) | o 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). | ||
(j) | o Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Exhibits | Exhibit 1 |
DOUBLE BLACK DIAMOND OFFSHORE LTD |
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By: | Carlson Capital, L.P., its investment manager | |||
By: | Asgard Investment Corp., its general partner | |||
By: | /s/ Clint D. Carlson | |||
Name: | Clint D. Carlson | |||
Title: | President | |||
CARLSON CAPITAL, L.P. |
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By: | Asgard Investment Corp., its general partner | |||
By: | /s/ Clint D. Carlson | |||
Name: | Clint D. Carlson | |||
Title: | President |
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ASGARD INVESTMENT CORP. |
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By: | /s/ Clint D. Carlson | |||
Name: | Clint D. Carlson | |||
Title: | President |
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/s/ Clint D. Carlson | ||||
Clint D. Carlson | ||||
Exhibit | ||||
No. | Description | |||
1 | Joint Filing Agreement by and among Double Black Diamond Offshore Ltd., Carlson Capital,
L.P., Asgard Investment Corp. and Clint D. Carlson. |