Archrock Inc. (NYSE:AROC): Clint Carlson’s Carlson Capital filed an amended 13G.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Carlson Capital | 0 | 3,562,622 | 0 | 3,562,622 | 3,562,622 | 5.0% |
| Asgard Investment Corp | 0 | 3,562,622 | 0 | 3,562,622 | 3,562,622 | 5.0% |
| Asgard Investment Corp. II | 0 | 3,562,622 | 0 | 3,562,622 | 3,562,622 | 5.0% |
| Clint D. Carlson | 0 | 3,562,622 | 0 | 3,562,622 | 3,562,622 | 5.0% |
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Page 1 of 9 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment )*
Archrock,
Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
03957W106
(CUSIP Number)
February 15, 2018
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons 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 (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).
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Page 2 of 9 – SEC Filing
| CUSIP | SCHEDULE 13G |
| 1 | NAMES OF Carlson Capital, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,562,622 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,562,622 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,562,622 shares of Common Stock | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 5.0% | |||||
| 12 | TYPE OF REPORTING PERSON PN, IA | |||||
2
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Page 3 of 9 – SEC Filing
| CUSIP | SCHEDULE 13G |
| 1 | NAMES OF Asgard Investment Corp. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,562,622 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,562,622 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,562,622 shares of Common Stock | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 5.0% | |||||
| 12 | TYPE OF REPORTING PERSON CO | |||||
3
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Page 4 of 9 – SEC Filing
| CUSIP | SCHEDULE 13G |
| 1 | NAMES OF Asgard Investment Corp. II | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,562,622 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,562,622 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,562,622 shares of Common Stock | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 5.0% | |||||
| 12 | TYPE OF REPORTING PERSON CO | |||||
4
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Page 5 of 9 – SEC Filing
| CUSIP | SCHEDULE 13G |
| 1 | NAMES OF Clint D. Carlson | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,562,622 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,562,622 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,562,622 shares of Common Stock | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 5.0% | |||||
| 12 | TYPE OF REPORTING PERSON IN | |||||
5
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Page 6 of 9 – SEC Filing
| Item 1(a). | NAME OF ISSUER |
Archrock, Inc. (the Issuer).
| Item 1(b). | ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES |
16666 Northchase Drive
Houston, TX 77060
| Item 2(a). | NAME OF PERSON FILING |
This statement is filed by:
(i) Carlson Capital L.P., a Delaware limited partnership (Carlson Capital), which serves as the investment manager to certain
investment funds (the Funds) and managed accounts (collectively, the Accounts) with respect to any shares of Common Stock of the Issuer held by the Funds or the Accounts, if any;
(ii) 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 or the Accounts;
(iii) 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 or the Accounts; and
(iv) 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 or 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 |
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 No. |
03957W106
6
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Page 7 of 9 – SEC Filing
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B), OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | ||||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||||
If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | OWNERSHIP |
| A. | Carlson Capital: |
| (a) | Amount beneficially owned: 3,562,622 shares of Common Stock |
| (b) | Percent of class: 5.0% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) Shared power to vote or direct the vote: 3,562,622 |
| (iii) Sole power to dispose or direct the disposition: 0 |
| (iv) Shared power to dispose or direct the disposition: 3,562,622 |
| B. | Asgard II: |
| (a) | Amount beneficially owned: 3,562,622 shares of Common Stock |
| (b) | Percent of class: 5.0% |
| (c) (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 3,562,622 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 3,562,622 |
| C. | Asgard: |
| (a) | Amount beneficially owned: 3,562,622 shares of Common Stock |
| (b) | Percent of class: 5.0% |
| (c) (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 3,562,622 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 3,562,622 |
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Page 8 of 9 – SEC Filing
| D. | Mr. Carlson: |
| (a) | Amount beneficially owned: 3,562,622 shares of Common Stock |
| (b) | Percent of class: 5.0% |
| (c) | (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 3,562,622 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 3,562,622 |
The Issuers Annual Report on Form 10-K filed on February 22, 2018, indicates that the total number of outstanding shares of Common Stock as of February 15, 2018 was 70,948,557. 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 |
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent 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.
| 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 I certify that, to the best of my knowledge and belief, the securities referred to above 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, other
than activities solely in connection with a nomination under Rule 14a-11.
8
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Page 9 of 9 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: February 26, 2018
| 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 | |
| CLINT D. CARLSON | ||
| /s/ Clint D. Carlson | ||
9
