0000902664-14-000432.txt : 20140128 0000902664-14-000432.hdr.sgml : 20140128 20140128165433 ACCESSION NUMBER: 0000902664-14-000432 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140128 DATE AS OF CHANGE: 20140128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXTERRAN HOLDINGS INC. CENTRAL INDEX KEY: 0001389050 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83096 FILM NUMBER: 14553613 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 713-335-7000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: Iliad Holdings, INC DATE OF NAME CHANGE: 20070206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149329600 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 p14-0288sc13ga.htm CARLSON CAPITAL, L.P.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Exterran Holdings, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

30225X103

(CUSIP Number)
 

December 31, 2013

(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 18 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. 30225X10313G/APage 2 of 18 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

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

2,342,811 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

2,342,811 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,342,811 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)

3.6%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 30225X10313G/APage 3 of 18 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

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

159,663 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

159,663 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

159,663 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)

0.2%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 30225X10313G/APage 4 of 18 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) x

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

213,763 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

213,763 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

213,763 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)

0.3%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 30225X10313G/APage 5 of 18 Pages

 

1

NAMES OF REPORTING PERSONS

Black Diamond Thematic Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

1,306,399 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

1,306,399 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,306,399 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)

2.0%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 30225X10313G/APage 6 of 18 Pages

 

1

NAMES OF REPORTING PERSONS

Black Diamond SRI Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

7,700 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

7,700 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,700 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)

0.0%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 30225X10313G/APage 7 of 18 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

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

4,082,319 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

4,082,319 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,082,319 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)

6.2%

12

TYPE OF REPORTING PERSON

PN; IA

         

 

 
CUSIP No. 30225X10313G/APage 8 of 18 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

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

4,082,319 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

4,082,319 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,082,319 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)

6.2%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 30225X10313G/APage 9 of 18 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

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

4,082,319 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

4,082,319 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,082,319 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)

6.2%

12

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 30225X10313G/APage 10 of 18 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

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

4,082,319 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

4,082,319 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,082,319 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)

6.2%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 30225X10313G/APage 11 of 18 Pages

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13G filed with the Securities and Exchange Commission on January 25, 2013 (the "Original Schedule 13G" and together with this Amendment No. 1, the "Schedule 13G") with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Exterran Holdings, Inc. (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth below. This Amendment No. 1 amends Items 2(a), 2(b), 2(c), 4 and 10 as set forth below.

 

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 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 Thematic Offshore Ltd., a Cayman Islands exempted company ("Thematic Offshore"), with respect to the Common Stock directly held by it;
   
  (v)  Black Diamond SRI Offshore Ltd., a Cayman Islands exempted company ("SRI Offshore" and together with Double Offshore, Offshore, Relative Value Offshore, and Thematic Offshore, 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
   
  (ix)  Mr. Clint D. Carlson, a United States citizen ("Mr. Carlson"), who serves as president of Asgard 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.  

 

 
CUSIP No. 30225X10313G/APage 12 of 18 Pages

 

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 4. OWNERSHIP.
   
   

A. Double Offshore:

(a) Amount beneficially owned: 2,342,811 shares of Common Stock

(b) Percent of class: 3.6%

(c) (i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 2,342,811 shares of Common Stock

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 2,342,811 shares of Common Stock

   

B. Offshore:

(a) Amount beneficially owned: 159,663 shares of Common Stock

(b) Percent of class: 0.2%

(c) (i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 159,663 shares of Common Stock

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 159,663 shares of Common Stock

     
   

C. Relative Value Offshore:

(a) Amount beneficially owned: 213,763 shares of Common Stock

(b) Percent of class: 0.3%

(c) (i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 213,763 shares of Common Stock

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 213,763 shares of Common Stock

     
   

D. Thematic Offshore:

(a) Amount beneficially owned: 1,306,399 shares of Common Stock

(b) Percent of class: 2.0%

(c) (i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 1,306,399 shares of Common Stock

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 1,306,399 shares of Common Stock

 

 
CUSIP No. 30225X10313G/APage 13 of 18 Pages

 

   

E. SRI Offshore:

(a) Amount beneficially owned: 7,700 shares of Common Stock

(b) Percent of class: 0.0%

(c) (i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 7,700 shares of Common Stock

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 7,700 shares of Common Stock

     
   

F. Carlson Capital:

(a) Amount beneficially owned: 4,082,319 shares of Common Stock

(b) Percent of class: 6.2%

(c) (i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 4,082,319 shares of Common Stock

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 4,082,319 shares of Common Stock

   

G. Asgard II:

(a) Amount beneficially owned: 4,082,319 shares of Common Stock

(b) Percent of class: 6.2%

(c) (i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 4,082,319 shares of Common Stock

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 4,082,319 shares of Common Stock

   

H. Asgard:

(a) Amount beneficially owned: 4,082,319 shares of Common Stock

(b) Percent of class: 6.2%

(c) (i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 4,082,319 shares of Common Stock

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 4,082,319 shares of Common Stock

     
   

I. Mr. Carlson:

(a) Amount beneficially owned: 4,082,319 shares of Common Stock

(b) Percent of class: 6.2%

(c) (i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 4,082,319 shares of Common Stock

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 4,082,319 shares of Common Stock

     
    The Company's Quarterly Report on Form 10-Q filed on November 6, 2013, indicates that the total number of outstanding shares of Common Stock as of October 29, 2013 was 65,878,532.  The percentages used herein and in the rest of the Schedule 13G are based upon such number of shares of Common Stock outstanding.  

 

 
CUSIP No. 30225X10313G/APage 14 of 18 Pages

 

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. 30225X10313G/APage 15 of 18 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: January 28, 2014

 

  DOUBLE BLACK DIAMOND OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
 

/s/ Clint D. Carlson

  Name: Clint D. Carlson
  Title: President
   
   
  BLACK DIAMOND OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  BLACK DIAMOND THEMATIC OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  BLACK DIAMOND SRI OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President

 

 
CUSIP No. 30225X10313G/APage 16 of 18 Pages

 

  CARLSON CAPITAL, L.P.
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  ASGARD INVESTMENT CORP. II
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  ASGARD INVESTMENT CORP.
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
   
   
 
CUSIP No. 30225X10313G/APage 17 of 18 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: January 28, 2014

 

  DOUBLE BLACK DIAMOND OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
 

/s/ Clint D. Carlson

  Name: Clint D. Carlson
  Title: President
   
   
  BLACK DIAMOND OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  BLACK DIAMOND THEMATIC OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President

 

 
CUSIP No. 30225X10313G/APage 18 of 18 Pages

 

   
  BLACK DIAMOND SRI OFFSHORE LTD.
  By: Carlson Capital, L.P., its investment manager
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
  CARLSON CAPITAL, L.P.
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  ASGARD INVESTMENT CORP. II
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  ASGARD INVESTMENT CORP.
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson