Vitamin Shoppe, Inc.
|
(Name of Issuer)
|
Common Shares of Beneficial Interest, par value $0.01 per share |
(Title of Class of Securities)
|
92849E101 |
(CUSIP Number)
|
(Name, Address and Telephone Number of Person |
Authorizsed to Receive Notices and Communications) |
July 31, 2015 |
Date of Event Which Requires Filing of This Statement) |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 2 of 22 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
1,314,215 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,314,215 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,314,215 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 |
4.42% | |
14
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 3 of 22 Pages
|
|
|
|
1 |
NAMES OF REPORTING PERSON
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 |
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
416,692 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
416,692 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,692 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 |
1.40% | |
14
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 4 of 22 Pages
|
|
|
|
1 |
NAMES OF REPORTING PERSON
Black Diamond Relative Value Cayman, L.P. |
|
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
76,594 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
76,594 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,594 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 |
0.26% | |
14
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 5 of 22 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
49,258 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
49,258 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,258 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 |
0.17% | |
14
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 6 of 22 Pages
|
|
|
|
1 |
NAMES OF REPORTING PERSON
Black Diamond SRI Offshore Ltd. |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP181 |
(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
18,100 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
18,100 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,100 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 |
0.06% | |
14
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 7 of 22 Pages
|
|
|
|
1 |
NAMES OF REPORTING PERSON
Black Diamond Arbitrage 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
11,501 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
11,501 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,501 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 |
0.04% | |
14
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 8 of 22 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
1,973,288 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,973,288 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,973,288 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 |
6.63% | |
14
|
TYPE OF REPORTING PERSON
|
PN; IA |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 9 of 22 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
1,973,288 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,973,288 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,973,288 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 |
6.63% | |
14
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 10 of 22 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
1,973,288 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,973,288 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,973,288 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 |
6.63% | |
14
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 11 of 22 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
1,973,288 Common Shares
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,973,288 Common Shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,973,288 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 |
6.63% | |
14
|
TYPE OF REPORTING PERSON
|
IN |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 12 of 22 Pages
|
|
|
Item 1. | SECURITY AND ISSUER |
This Amendment No. 1 to Schedule 13D (this “Schedule 13D”) relates to the common shares of beneficial interest, par value $0.01 per share (“Common Shares”), of Vitamin Shoppe, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 2101 91st Street, North Bergen, New Jersey 07047. | |
Item 2. | IDENTITY AND BACKGROUND |
(a) This Amendment No. 1 to Schedule 13D is filed by: (i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (“DOF”); (ii) Black Diamond Relative Value Offshore Ltd., a Cayman Islands exempted company (“ROF”); (iii) Black Diamond Relative Value Cayman, L.P., a Cayman Islands exempted limited partnership (“RVC”); (iv) Black Diamond Offshore Ltd., a Cayman Islands exempted company (“OFF”); (v) Black Diamond SRI Offshore Ltd., a Cayman Islands exempted company (“SRI”); (vi) Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted company (“AOF” and together with DOF, ROF, RVC, OFF and SRI, the “Funds”); (vii) Carlson Capital, L.P., a Delaware limited partnership (“Carlson Capital”); (viii) Asgard Investment Corp. II, a Delaware corporation and the general partner of Carlson Capital (“Asgard II”); (ix) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II (“Asgard I”); and (x) 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 $14,666,719 (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 originally acquired the Common Stock reported herein for investment in the ordinary course of business because they believed that such shares of Common Stock, when purchased, were undervalued and represented an attractive investment opportunity. | |
In addition, the Reporting Persons and their representatives have, from time to time, engaged in discussions and correspondence with management and the Board regarding, among other things, the Issuer’s business, management and strategic alternatives and direction. The Reporting Persons intend to continue to discuss such matters with the Issuer's management and the Board as well as other stockholders of the Issuer and third parties and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.
|
|
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 13 of 22 Pages
|
|
|
Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b) | |
The Reporting Persons may be deemed to beneficially own in the aggregate 1,973,288 Common Shares. Based upon a total of 29,987,938 Common Shares outstanding as of January 24, 2015, as reported in the Issuer’s Annual Report on Form 10-K for the period ended December 27, 2014, filed with the Securities and Exchange Commission on February 24, 2015, the Reporting Persons’ shares represent approximately 6.63% 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 1,314,215 Common Shares reported herein as owned by DOF, (ii) the 416,692 Common Shares reported herein as owned by ROF, (iii) the 76,594 Common Shares reported herein as owned by RVC, (iv) the 49,258 Common Shares reported herein as owned by OFF, (v) the 18,100 Common Shares reported herein as owned by SRI, (vi) the 11,501 Common Shares reported herein as owned by AOF and an additional 86,928 Common Shares held in the Accounts.
|
|
(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 April 22, 2015. |
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 14 of 22 Pages
|
|
|
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 RELATIVE VALUE 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 RELATIVE VALUE CAYMAN, L.P. | ||||
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. 92849E101
|
SCHEDULE 13D
|
Page 15 of 22 Pages
|
|
|
BLACK DIAMOND SRI 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 ARBITRAGE 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. 92849E101
|
SCHEDULE 13D
|
Page 16 of 22 Pages
|
|
|
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. 92849E101
|
SCHEDULE 13D
|
Page 17 of 22 Pages
|
|
|
Type
|
Qty
|
Price
|
Net Amount
|
Trade Date
|
Buy
|
876.00
|
38.4913
|
33,744.66
|
5/6/2015
|
Buy
|
875.00
|
38.3275
|
33,571.56
|
5/6/2015
|
Buy
|
547.00
|
36.6224
|
20,037.93
|
7/30/2015
|
Buy
|
422.00
|
36.9606
|
15,598.86
|
7/30/2015
|
Type
|
Qty
|
Price
|
Net Amount
|
Trade Date
|
Buy
|
47,083.00
|
38.4913
|
1,813,698.37
|
5/6/2015
|
Buy
|
47,082.00
|
38.3275
|
1,806,418.64
|
5/6/2015
|
Buy
|
2,803.00
|
38.8782
|
108,985.40
|
5/7/2015
|
Buy
|
10,704.00
|
38.9916
|
417,473.13
|
5/7/2015
|
Buy
|
1,020.00
|
39.2164
|
40,010.93
|
5/7/2015
|
Buy
|
4,225.00
|
39.0879
|
165,167.02
|
5/7/2015
|
Buy
|
1,400.00
|
39.0879
|
54,729.90
|
5/7/2015
|
Buy
|
1,887.00
|
39.6501
|
74,826.34
|
5/8/2015
|
Buy
|
9,837.00
|
39.6831
|
390,657.77
|
5/8/2015
|
Buy
|
800.00
|
39.0966
|
31,281.97
|
5/13/2015
|
Buy
|
1,033.00
|
41.0697
|
42,430.30
|
5/21/2015
|
Buy
|
2,347.00
|
40.4087
|
94,853.44
|
5/27/2015
|
Buy
|
1,972.00
|
39.9601
|
78,811.17
|
5/29/2015
|
Buy
|
751.00
|
40.2647
|
30,243.32
|
6/3/2015
|
Buy
|
1,597.00
|
38.8913
|
62,117.17
|
6/16/2015
|
Buy
|
1,221.00
|
38.9734
|
47,592.47
|
6/19/2015
|
Buy
|
12,905.00
|
38.5
|
497,229.65
|
6/22/2015
|
Buy
|
13,989.00
|
38.8157
|
543,552.39
|
6/22/2015
|
Buy
|
1,200.00
|
39.0264
|
46,835.88
|
6/23/2015
|
Buy
|
1,221.00
|
37.84
|
46,206.91
|
6/29/2015
|
Buy
|
2,254.00
|
37.3509
|
84,196.82
|
6/30/2015
|
CoverShort
|
1,560.00
|
37.3849
|
58,327.73
|
7/2/2015
|
Buy
|
6,769.00
|
37.1411
|
251,431.80
|
7/7/2015
|
Buy
|
3,379.00
|
36.0933
|
121,993.05
|
7/30/2015
|
Buy
|
10,247.00
|
36.4857
|
374,278.85
|
7/30/2015
|
Buy
|
8,582.00
|
37.1387
|
318,754.36
|
7/30/2015
|
Buy
|
29,185.00
|
36.6224
|
1,069,116.59
|
7/30/2015
|
Buy
|
22,595.00
|
36.9606
|
835,203.84
|
7/30/2015
|
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 18 of 22 Pages
|
|
|
Type
|
Qty
|
Price
|
Net Amount
|
Trade Date
|
Buy
|
2,443.00
|
39.0879
|
95,503.68
|
5/7/2015
|
Buy
|
1,136.00
|
39.3821
|
44,743.66
|
5/8/2015
|
Buy
|
1,022.00
|
39.1886
|
40,056.76
|
5/11/2015
|
Buy
|
2,045.00
|
39.0004
|
79,762.98
|
6/23/2015
|
Buy
|
511.00
|
38.7485
|
19,802.27
|
6/25/2015
|
Buy
|
2,670.00
|
37.1332
|
99,154.99
|
7/7/2015
|
Type
|
Qty
|
Price
|
Net Amount
|
Trade Date
|
Buy
|
1,857.00
|
39.0879
|
72,595.30
|
5/7/2015
|
Buy
|
864.00
|
39.3821
|
34,030.39
|
5/8/2015
|
Buy
|
778.00
|
39.1886
|
30,493.30
|
5/11/2015
|
Buy
|
1,555.00
|
39.0004
|
60,651.06
|
6/23/2015
|
Buy
|
389.00
|
38.7485
|
15,074.53
|
6/25/2015
|
Buy
|
2,030.00
|
37.1332
|
75,387.51
|
7/7/2015
|
Type
|
Qty
|
Price
|
Net Amount
|
Trade Date
|
Buy
|
1,687.00
|
38.4913
|
64,985.43
|
5/6/2015
|
Buy
|
1,688.00
|
38.3275
|
64,764.34
|
5/6/2015
|
Buy
|
107.00
|
38.8782
|
4,160.34
|
5/7/2015
|
Buy
|
404.00
|
38.9916
|
15,756.65
|
5/7/2015
|
Buy
|
39.00
|
39.2164
|
1,529.83
|
5/7/2015
|
Buy
|
160.00
|
39.0879
|
6,254.84
|
5/7/2015
|
Buy
|
71.00
|
39.6501
|
2,815.41
|
5/8/2015
|
Buy
|
373.00
|
39.6831
|
14,812.99
|
5/8/2015
|
Buy
|
39.00
|
41.0697
|
1,601.92
|
5/21/2015
|
Buy
|
89.00
|
40.4087
|
3,596.91
|
5/27/2015
|
Buy
|
75.00
|
39.9601
|
2,997.38
|
5/29/2015
|
Buy
|
29.00
|
40.2647
|
1,167.86
|
6/3/2015
|
Buy
|
60.00
|
38.8913
|
2,333.77
|
6/16/2015
|
Buy
|
46.00
|
38.9734
|
1,793.00
|
6/19/2015
|
Buy
|
489.00
|
38.5
|
18,841.17
|
6/22/2015
|
Buy
|
530.00
|
38.8157
|
20,593.52
|
6/22/2015
|
Buy
|
46.00
|
37.84
|
1,740.80
|
6/29/2015
|
Buy
|
85.00
|
37.3509
|
3,175.13
|
6/30/2015
|
Buy
|
256.00
|
37.1411
|
9,509.02
|
7/7/2015
|
Buy
|
129.00
|
36.0933
|
4,657.33
|
7/30/2015
|
Buy
|
388.00
|
36.4857
|
14,171.97
|
7/30/2015
|
Buy
|
324.00
|
37.1387
|
12,034.07
|
7/30/2015
|
Buy
|
1,046.00
|
36.6224
|
38,317.49
|
7/30/2015
|
Buy
|
810.00
|
36.9606
|
29,940.92
|
7/30/2015
|
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 19 of 22 Pages
|
|
|
Type
|
Qty
|
Price
|
Net Amount
|
Trade Date
|
Buy
|
2,128.00
|
38.8782
|
82,740.26
|
5/7/2015
|
Buy
|
8,125.00
|
38.9916
|
316,887.99
|
5/7/2015
|
Buy
|
773.00
|
39.2164
|
30,322.01
|
5/7/2015
|
Buy
|
6,800.00
|
39.0879
|
265,830.94
|
5/7/2015
|
Buy
|
1,431.00
|
39.6501
|
56,744.30
|
5/8/2015
|
Buy
|
7,468.00
|
39.6831
|
296,577.43
|
5/8/2015
|
Buy
|
1,900.00
|
39.3821
|
74,835.34
|
5/8/2015
|
Buy
|
1,800.00
|
39.1886
|
70,550.06
|
5/11/2015
|
Buy
|
900.00
|
41.0697
|
36,967.35
|
5/21/2015
|
Buy
|
900.00
|
40.4087
|
36,373.29
|
5/27/2015
|
Buy
|
800.00
|
39.9601
|
31,972.08
|
5/29/2015
|
Buy
|
1,000.00
|
39.1559
|
39,161.77
|
6/1/2015
|
Buy
|
800.00
|
39.2906
|
31,437.19
|
6/10/2015
|
Buy
|
9,544.00
|
38.5
|
367,730.32
|
6/22/2015
|
Buy
|
10,344.00
|
38.8157
|
401,923.36
|
6/22/2015
|
Buy
|
4,000.00
|
39.0045
|
156,032.00
|
6/23/2015
|
Buy
|
2,500.00
|
38.7264
|
96,824.75
|
6/25/2015
|
Buy
|
2,700.00
|
37.3411
|
100,830.42
|
6/30/2015
|
Buy
|
1,900.00
|
37.1525
|
70,596.40
|
7/7/2015
|
Buy
|
2,271.00
|
36.0933
|
81,990.59
|
7/30/2015
|
Buy
|
6,888.00
|
36.4857
|
251,589.02
|
7/30/2015
|
Buy
|
5,767.00
|
37.1387
|
214,199.07
|
7/30/2015
|
Type
|
Qty
|
Price
|
Net Amount
|
Trade Date
|
Buy
|
386.00
|
38.8782
|
15,008.34
|
5/7/2015
|
Buy
|
1,475.00
|
38.9916
|
57,527.36
|
5/7/2015
|
Buy
|
141.00
|
39.2164
|
5,530.92
|
5/7/2015
|
Buy
|
1,200.00
|
39.0879
|
46,911.34
|
5/7/2015
|
Buy
|
259.00
|
39.6501
|
10,270.29
|
5/8/2015
|
Buy
|
1,356.00
|
39.6831
|
53,850.96
|
5/8/2015
|
Buy
|
300.00
|
39.3821
|
11,816.11
|
5/8/2015
|
Buy
|
300.00
|
39.1886
|
11,758.34
|
5/11/2015
|
Buy
|
300.00
|
40.4087
|
12,124.43
|
5/27/2015
|
Buy
|
300.00
|
39.0967
|
11,730.48
|
6/9/2015
|
Buy
|
1,716.00
|
38.5
|
66,117.48
|
6/22/2015
|
Buy
|
1,862.00
|
38.8157
|
72,349.31
|
6/22/2015
|
Buy
|
700.00
|
39.0365
|
27,328.00
|
6/23/2015
|
Buy
|
300.00
|
38.8447
|
11,654.46
|
6/25/2015
|
Buy
|
800.00
|
37.3537
|
29,885.76
|
6/30/2015
|
Buy
|
1,400.00
|
37.1626
|
52,032.54
|
7/7/2015
|
Buy
|
434.00
|
36.0933
|
15,668.83
|
7/30/2015
|
Buy
|
1,315.00
|
36.4858
|
48,031.43
|
7/30/2015
|
Buy
|
1,103.00
|
37.1387
|
40,967.85
|
7/30/2015
|
CUSIP No. 92849E101
|
SCHEDULE 13D
|
Page 20 of 22 Pages
|
|
|
Type
|
Qty
|
Price
|
Net Amount
|
Trade Date
|
Buy
|
1,100.00
|
39.0879
|
43,002.06
|
5/7/2015
|
Buy
|
800.00
|
39.3821
|
31,509.62
|
5/8/2015
|
Buy
|
400.00
|
39.1886
|
15,677.79
|
5/11/2015
|
Buy
|
1,000.00
|
39.0251
|
39,028.60
|
6/23/2015
|
Buy
|
300.00
|
38.8219
|
11,647.62
|
6/25/2015
|
Buy
|
800.00
|
37.2255
|
29,783.20
|
7/7/2015
|
Buy
|
600.00
|
37.1933
|
22,318.08
|
7/7/2015
|
Type
|
Qty
|
Price
|
Net Amount
|
Trade Date
|
Buy
|
354.00
|
38.4913
|
13,636.54
|
5/6/2015
|
Buy
|
355.00
|
38.3275
|
13,620.46
|
5/6/2015
|
Buy
|
76.00
|
38.8782
|
2,955.01
|
5/7/2015
|
Buy
|
292.00
|
38.9916
|
11,388.47
|
5/7/2015
|
Buy
|
27.00
|
39.2164
|
1,059.11
|
5/7/2015
|
Buy
|
115.00
|
39.0879
|
4,495.67
|
5/7/2015
|
Buy
|
52.00
|
39.6501
|
2,061.98
|
5/8/2015
|
Buy
|
266.00
|
39.6831
|
10,563.68
|
5/8/2015
|
Buy
|
28.00
|
41.0697
|
1,150.09
|
5/21/2015
|
Buy
|
64.00
|
40.4087
|
2,586.55
|
5/27/2015
|
Buy
|
53.00
|
39.9601
|
2,118.14
|
5/29/2015
|
Buy
|
20.00
|
40.2647
|
805.41
|
6/3/2015
|
Buy
|
43.00
|
38.8913
|
1,672.53
|
6/16/2015
|
Buy
|
33.00
|
38.9734
|
1,286.28
|
6/19/2015
|
Buy
|
346.00
|
38.5
|
13,331.38
|
6/22/2015
|
Buy
|
375.00
|
38.8157
|
14,570.89
|
6/22/2015
|
Buy
|
33.00
|
37.84
|
1,248.84
|
6/29/2015
|
Buy
|
61.00
|
37.3509
|
2,278.61
|
6/30/2015
|
Buy
|
175.00
|
37.1411
|
6,500.30
|
7/7/2015
|
Buy
|
87.00
|
36.0933
|
3,140.99
|
7/30/2015
|
Buy
|
265.00
|
36.4857
|
9,679.31
|
7/30/2015
|
Buy
|
221.00
|
37.1387
|
8,208.42
|
7/30/2015
|
Buy
|
222.00
|
36.6224
|
8,132.39
|
7/30/2015
|
Buy
|
173.00
|
36.9606
|
6,394.79
|
7/30/2015
|
SCHEDULE 13D
|
Page 21 of 22 Pages
|
|
|
|
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 RELATIVE VALUE 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 RELATIVE VALUE CAYMAN, L.P. | ||||
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. 92849E101
|
SCHEDULE 13D
|
Page 22 of 22 Pages
|
|
|
BLACK DIAMOND SRI 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 ARBITRAGE 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
|