*
|
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 disclosures provided in a prior cover page.
|
CUSIP No. 78501P203
|
Page 2 of 15
|
1.
|
Names of Reporting Persons
Double Black Diamond Offshore Ltd.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
WC
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
8,493,088 Shares
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
8,493,088 Shares
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,493,088 Shares
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
65.1%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 78501P203
|
Page 3 of 15
|
1.
|
Names of Reporting Persons
Black Diamond Offshore Ltd.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
WC
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
600,678 Shares
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
600,678 Shares
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
600,678 Shares
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
4.6%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 78501P203
|
Page 4 of 15
|
1.
|
Names of Reporting Persons
Double Black Diamond, L.P.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
WC
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
100,000 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
100,000 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 Shares (includes 100,000 Shares issuable upon exercise of a warrant)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
0.8%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 78501P203
|
Page 5 of 15
|
1.
|
Names of Reporting Persons
Carlson Capital, L.P.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
AF
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
69.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
PN; IA
|
CUSIP No. 78501P203
|
Page 6 of 15
|
1.
|
Names of Reporting Persons
Asgard Investment Corp. II
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
AF
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
69.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 78501P203
|
Page 7 of 15
|
1.
|
Names of Reporting Persons
Asgard Investment Corp.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
AF
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
69.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 78501P203
|
Page 8 of 15
|
1.
|
Names of Reporting Persons
Clint D. Carlson
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
AF
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,193,766 Shares (includes warrant to purchase 100,000 Shares)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
69.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 78501P203
|
Page 9 of 15
|
1.
|
Names of Reporting Persons
Michael D. Weinberg
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
OO
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
57,961 Shares
|
||||
8.
|
Shared Voting Power
0
|
|||||
9.
|
Sole Dispositive Power
57,961 Shares
|
|||||
10.
|
Shared Dispositive Power
0
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
57,961 Shares
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 78501P203
|
Page 10 of 15
|
1.
|
Names of Reporting Persons
Christopher W. Haga
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
OO
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
17,471 Shares
|
||||
8.
|
Shared Voting Power
0
|
|||||
9.
|
Sole Dispositive Power
17,471 Shares
|
|||||
10.
|
Shared Dispositive Power
0
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,471 Shares
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
IN
|
Page 11 of 15
|
Page 12 of 15
|
Page 13 of 15
|
Exhibit
|
Description
|
|
17
|
Joint Filing Agreement, dated March 30, 2018
|
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
|
|||
DOUBLE BLACK DIAMOND, 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
|
|||
CARLSON CAPITAL, L.P.
|
|||
By: Asgard Investment Corp. II, its general partner
|
|||
By:
|
/s/ Clint D. Carlson
|
||
Name: Clint D. Carlson
|
|||
Title: President
|
|||
ASGARD INVESTMENT CORP. II
|
|||
By:
|
/s/ Clint D. Carlson
|
||
Name: Clint D. Carlson
|
|||
Title: President
|
|||
ASGARD INVESTMENT CORP.
|
|||
By:
|
/s/ Clint D. Carlson
|
||
Name: Clint D. Carlson
|
|||
Title: President
|
|||
/s/ Clint D. Carlson
|
|||
Clint D. Carlson
|
|||
/s/ Michael D. Weinberg
|
|||
Michael D. Weinberg
|
|||
/s/ Christopher W. Haga
|
|||
Christopher W. Haga
|
Name
|
Position
|
Principal Occupation
|
Citizenship
|
|||
Clint Carlson
|
Director/President
|
Investment Manager
|
United States
|
|||
Nancy Carlson
|
Secretary/Treasurer
|
Executive
|
United States
|
Name
|
Position
|
Principal Occupation
|
Citizenship
|
|||
Clint Carlson
|
Director/President
|
Investment Manager
|
United States
|
|||
Nancy Carlson
|
Secretary/Treasurer
|
Executive
|
United States
|
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
|
|||
DOUBLE BLACK DIAMOND, 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
|
|||
CARLSON CAPITAL, L.P.
|
|||
By: Asgard Investment Corp. II, its general partner
|
|||
By:
|
/s/ Clint D. Carlson
|
||
Name: Clint D. Carlson
|
|||
Title: President
|
ASGARD INVESTMENT CORP. II
|
|||
By:
|
/s/ Clint D. Carlson
|
||
Name: Clint D. Carlson
|
|||
Title: President
|
|||
ASGARD INVESTMENT CORP.
|
|||
By:
|
/s/ Clint D. Carlson
|
||
Name: Clint D. Carlson
|
|||
Title: President
|
|||
/s/ Clint D. Carlson
|
|||
Clint D. Carlson
|
|||
/s/ Michael D. Weinberg
|
|||
Michael D. Weinberg
|
|||
/s/ Christopher W. Haga
|
|||
Christopher W. Haga
|