SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. )*
 

TRI Pointe Homes, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

87265H109

(CUSIP Number)
 

June 30, 2014

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 20 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. 87265H10913GPage 2 of 20 Pages

 

     
1

NAMES OF REPORTING PERSONS

Double Black Diamond Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

2,929,907 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

2,929,907 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,929,907 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.3%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 87265H10913GPage 3 of 20 Pages

 

     
1

NAMES OF REPORTING PERSONS

Black Diamond Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

174,556 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

174,556 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

174,556 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.6%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 87265H10913GPage 4 of 20 Pages

 

     
1

NAMES OF REPORTING PERSONS

Black Diamond Relative Value Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

354,683 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

354,683 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

354,683 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.1%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 87265H10913GPage 5 of 20 Pages

 

     
1

NAMES OF REPORTING PERSONS

Black Diamond Arbitrage Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

18,556 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

18,556 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,556 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 87265H10913GPage 6 of 20 Pages

 

     
1

NAMES OF REPORTING PERSONS

Black Diamond Thematic Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

404,928 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

404,928 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

404,928 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.3%

12

TYPE OF REPORTING PERSON

CO

             
 
CUSIP No. 87265H10913GPage 7 of 20 Pages

 

     
1

NAMES OF REPORTING PERSONS

Carlson Capital, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

3,913,730 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,913,730 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,913,730 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.4%

12

TYPE OF REPORTING PERSON

PN; IA

             

 

 
CUSIP No. 87265H10913GPage 8 of 20 Pages

 

     
1

NAMES OF REPORTING PERSONS

Asgard Investment Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

3,913,730 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,913,730 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,913,730 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.4%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 87265H10913GPage 9 of 20 Pages

 

     
1

NAMES OF REPORTING PERSONS

Asgard Investment Corp. II

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

3,913,730 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,913,730 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,913,730 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.4%

12

TYPE OF REPORTING PERSON

CO

             
 
CUSIP No. 87265H10913GPage 10 of 20 Pages

 

     
1

NAMES OF REPORTING PERSONS

Clint D. Carlson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

3,913,730 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,913,730 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,913,730 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.4%

12

TYPE OF REPORTING PERSON

IN

             

 

 
CUSIP No. 87265H10913GPage 11 of 20 Pages

 

Item 1(a). NAME OF ISSUER
 

 

TRI Pointe Homes, Inc. (the "Issuer")

   

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
 

 

19520 Jamboree Road

Suite 200

Irvine, California 92612

   

 

Item 2(a). NAME OF PERSON FILING
 

 

This statement is filed by:

 

(i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"), with respect to the Common Stock (as defined below) directly held by it;

 

(ii) Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Offshore"), with respect to the Common Stock directly held by it;

 

(iii) Black Diamond Relative Value Offshore Ltd., a Cayman Islands exempted company ("Relative Value Offshore"), with respect to the Common Stock directly held by it;

 

(iv) Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted company ("Arbitrage"), with respect to the Common Stock directly held by it;

 

(v) Black Diamond Thematic Offshore Ltd., a Cayman Islands exempted company ("Thematic" and together with Double Offshore, Offshore, Relative Value Offshore and Arbitrage, the "Funds"), with respect to the Common Stock directly held by it;

 

(vi) Carlson Capital L.P., a Delaware limited partnership ("Carlson Capital"), which serves as the investment manager to the Funds and certain managed accounts (collectively, the "Accounts"), with respect to the Common Stock directly held by the Funds and the Accounts;

 

vii) Asgard Investment Corp. II, a Delaware corporation ("Asgard II"), which serves as the general partner of Carlson Capital, with respect to the Common Stock directly held by the Funds and the Accounts;

 

(viii) Asgard Investment Corp., a Delaware corporation ("Asgard"), which is the sole stockholder of Asgard II, with respect to the Common Stock directly held by the Funds and the Accounts; and

 

 
CUSIP No. 87265H10913GPage 12 of 20 Pages

 

 

 

(ix) Mr. Clint D. Carlson, a United States citizen ("Mr. Carlson"), who serves as president of Asgard, Asgard II and Carlson Capital, with respect to the Common Stock directly held by the Funds and the Accounts.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”.

 

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
 

 

The address of the principal business office of each of the Reporting Persons is 2100 McKinney Avenue, Suite 1800, Dallas, Texas 75201.

   

 

Item 2(c). CITIZENSHIP
 

 

Each of the Funds is a Cayman Islands exempted company. Carlson Capital is a Delaware limited partnership. Each of Asgard and Asgard II is a Delaware corporation. Mr. Carlson is a United States citizen.

   

 

Item 2(d). TITLE OF CLASS OF SECURITIES
 

 

Common Stock, par value $0.01 per share (the “Common Stock”).

   

 

Item 2(e). CUSIP NUMBER
 

 

87265H109

   

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
   
  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 
CUSIP No. 87265H10913GPage 13 of 20 Pages

 

  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________

 

         

 

Item 4. OWNERSHIP.

 

    A. Double Offshore:
      (a) Amount beneficially owned: 2,929,907  shares of Common Stock
      (b) Percent of class:  9.3%
      (c) (i) Sole power to vote or direct the vote: -0-
        (ii) Shared power to vote or direct the vote: 2,929,907 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  2,929,907 shares of Common Stock

 

    B. Offshore:
      (a) Amount beneficially owned: 174,556 shares of Common Stock
      (b) Percent of class:  0.6%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  174,556 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 174,556 shares of Common Stock

 

 
CUSIP No. 87265H10913GPage 14 of 20 Pages

 

    C. Relative Value Offshore:
      (a) Amount beneficially owned:  354,683 shares of Common Stock
      (b) Percent of class:  1.1%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  354,683 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 354,683 shares of Common Stock

 

    D. Arbitrage:
      (a) Amount beneficially owned:  18,556 shares of Common Stock
      (b) Percent of class:  0.1%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  18,556 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 18,556 shares of Common Stock

 

    E. Thematic:
      (a) Amount beneficially owned:  404,928 shares of Common Stock
      (b) Percent of class:  1.3%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  404,928 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 404,928 shares of Common Stock

 

    F. Carlson Capital:
      (a) Amount beneficially owned:  3,913,730 shares of Common Stock
      (b) Percent of class:  12.4%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  3,913,730 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 3,913,730 shares of Common Stock

 

    G. Asgard II:
      (a) Amount beneficially owned:  3,913,730 shares of Common Stock
      (b) Percent of class:  12.4%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  3,913,730 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 3,913,730 shares of Common Stock

 

 
CUSIP No. 87265H10913GPage 15 of 20 Pages

 

    H. Asgard:
      (a) Amount beneficially owned:  3,913,730 shares of Common Stock
      (b) Percent of class:  12.4%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  3,913,730 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 3,913,730 shares of Common Stock

 

    I. Mr. Carlson:
      (a) Amount beneficially owned:  3,913,730 shares of Common Stock
      (b) Percent of class:  12.4%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  3,913,730 shares of Common Stock
        (iii) Sole power to dispose or direct the disposition: -0-
        (iv) Shared power to dispose or direct the disposition: 3,913,730 shares of Common Stock

 

    The Issuer's Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on May 22, 2014 indicates that the total number of outstanding shares of Common Stock as of May 15, 2014 was 31,632,533.  The percentages used herein and in the rest of the Schedule 13G are based upon such number of shares of Common Stock outstanding.  As of June 30, 2014, the Reporting Persons beneficially own 3,913,730 shares of Common Stock in the aggregate, representing approximately 12.4% of the outstanding Common Stock.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting persons has ceased to be the beneficial owner of more than 5% of the class of securities, check the following [   ].

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable

 

 
CUSIP No. 87265H10913GPage 16 of 20 Pages

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 87265H10913GPage 17 of 20 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: July 10, 2014

 

 

DOUBLE BLACK DIAMOND OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /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
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
 

 

 

BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

 

BLACK DIAMOND ARBITRAGE OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 
CUSIP No. 87265H10913GPage 18 of 20 Pages

 

 

 

 

BLACK DIAMOND THEMATIC OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

 

 

CARLSON CAPITAL, L.P.

 

  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

 

 

ASGARD INVESTMENT CORP.

 

  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

 

 

ASGARD INVESTMENT CORP. II

 

  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  By: /s/ Clint D. Carlson____________________
  Name: Clint D. Carlson
   

 

 
CUSIP No. 87265H10913GPage 19 of 20 Pages

Exhibit 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. 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 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: July 10, 2014

 

 

DOUBLE BLACK DIAMOND OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /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
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
 

 

 

BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   

 

 
CUSIP No. 87265H10913GPage 20 of 20 Pages

 

 

BLACK DIAMOND ARBITRAGE OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

 

 

BLACK DIAMOND THEMATIC OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

 

 

CARLSON CAPITAL, L.P.

 

  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

 

 

ASGARD INVESTMENT CORP.

 

  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

 

 

ASGARD INVESTMENT CORP. II

 

  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  By: /s/ Clint D. Carlson
  Name: Clint D. Carlson