SC 13G 1 p13-0231sc13g.htm EXTERRAN HOLDINGS, INC.

 

 

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

Exterran Holdings, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

30225X103

(CUSIP Number)
 

December 31, 2012

(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 16 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. 30225X10313GPage 2 of 16 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

2,189,823 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

2,189,823 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,189,823 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)

3.4%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 30225X10313GPage 3 of 16 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

165,600 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

165,600 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

165,600 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. 30225X10313GPage 4 of 16 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

248,149 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

248,149 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

248,149 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)

0.4%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 30225X10313GPage 5 of 16 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

960,763 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

960,763 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

960,763 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)

1.5%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 30225X10313GPage 6 of 16 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

3,616,511 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,616,511 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,616,511 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)

5.6%

12

TYPE OF REPORTING PERSON

PN; IA

             

 

 
CUSIP No. 30225X10313GPage 7 of 16 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

3,616,511 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,616,511 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,616,511 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)

5.6%

12

TYPE OF REPORTING PERSON

CO

             

 

 
CUSIP No. 30225X10313GPage 8 of 16 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

3,616,511 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,616,511 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,616,511 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)

5.6%

12

TYPE OF REPORTING PERSON

CO

             
 
CUSIP No. 30225X10313GPage 9 of 16 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

3,616,511 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,616,511 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,616,511 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)

5.6%

12

TYPE OF REPORTING PERSON

IN

             

 

 
CUSIP No. 30225X10313GPage 10 of 16 Pages

 

Item 1(a). NAME OF ISSUER
 

 

Exterran Holdings, Inc. (the "Issuer")

   

 

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

 

16666 Northchase Drive

Houston, Texas 77060

   

 

 

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

 

(v) 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;

 

(vi) 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;

 

(vii) 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

 

(viii) 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”.

 

  

 
CUSIP No. 30225X10313GPage 11 of 16 Pages

  

  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
 

 

30225X103

   

 

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);
  (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; 

  

 
CUSIP No. 30225X10313GPage 12 of 16 Pages

  

  (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: 2,189,823 shares of Common Stock

(b) Percent of class: 3.4%

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

(ii) Shared power to vote or direct the vote: 2,189,823 shares of Common Stock

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

(iv) Shared power to dispose or direct the disposition: 2,189,823 shares of Common Stock

   

B. Offshore:

(a) Amount beneficially owned: 165,600 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: 165,600 shares of Common Stock

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

(iv) Shared power to dispose or direct the disposition: 165,600 shares of Common Stock

C. Relative Value Offshore:

(a) Amount beneficially owned: 248,149 shares of Common Stock

(b) Percent of class: 0.4%

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

(ii) Shared power to vote or direct the vote: 248,149 shares of Common Stock

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

(iv) Shared power to dispose or direct the disposition: 248,149 shares of Common Stock

D. Thematic Offshore:

(a) Amount beneficially owned: 960,763 shares of Common Stock

(b) Percent of class: 1.5%

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

(ii) Shared power to vote or direct the vote: 960,763 shares of Common Stock

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

(iv) Shared power to dispose or direct the disposition: 960,763 shares of Common Stock

   

E. Carlson Capital:

(a) Amount beneficially owned: 3,616,511 shares of Common Stock

(b) Percent of class: 5.6%

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

(ii) Shared power to vote or direct the vote: 3,616,511 shares of Common Stock

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

(iv) Shared power to dispose or direct the disposition: 3,616,511 shares of Common Stock

   

 
CUSIP No. 30225X10313GPage 13 of 16 Pages

 

   

F. Asgard II:

(a) Amount beneficially owned: 3,616,511 shares of Common Stock

(b) Percent of class: 5.6%

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

(ii) Shared power to vote or direct the vote: 3,616,511 shares of Common Stock

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

(iv) Shared power to dispose or direct the disposition: 3,616,511 shares of Common Stock

   

G. Asgard:

(a) Amount beneficially owned: 3,616,511 shares of Common Stock

(b) Percent of class: 5.6%

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

(ii) Shared power to vote or direct the vote: 3,616,511 shares of Common Stock

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

(iv) Shared power to dispose or direct the disposition: 3,616,511 shares of Common Stock

H. Mr. Carlson:

(a) Amount beneficially owned: 3,616,511 shares of Common Stock

(b) Percent of class: 5.6%

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

(ii) Shared power to vote or direct the vote: 3,616,511 shares of Common Stock

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

(iv) Shared power to dispose or direct the disposition: 3,616,511 shares of Common Stock

 

   

The Company's Quarterly Report on Form 10-Q filed on November 1, 2012, indicates that the total number of outstanding shares of Common Stock as of October 25, 2012 was 64,901,850. The percentages used herein and in the rest of the Schedule 13G are based upon such number of shares of Common Stock outstanding.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

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. 30225X10313GPage 14 of 16 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. 30225X10313GPage 15 of 16 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 25, 2013

 

  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
   
   
  CARLSON CAPITAL, L.P.
   
  /s/ Clint D. Carlson
  Name:  Clint D. Carlson
  Title:    President
   
   

    

 
CUSIP No. 30225X10313GPage 16 of 16 Pages

 

  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
   
   

 

  

 

 

 

 

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 25, 2013

 

  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
   
   

  

 

   

 

  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