Page 14 of 20 – SEC Filing
Item 1. SECURITY AND ISSUER
This statement on Schedule 13D (this Schedule 13D) relates to shares of
common stock, par value $0.01 per share (the Common Shares), of Archrock Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at 16666 Northchase Drive, Houston, Texas 77060.
Item 2. IDENTITY AND BACKGROUND
(a) This 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 Energy
L/S Offshore Ltd., a Cayman Islands exempted company (ENO); (vii) Black Diamond Thematic Offshore Ltd., a Cayman Islands exempted company (TOF and, together with DOF, ROF, RVC, OFF, SRI and ENO, the Funds);
(viii) Worldwide Transactions Ltd., a British Virgin Islands limited corporation (the Managed Account); (ix) Carlson Capital, L.P., a Delaware limited partnership (Carlson Capital); (x) Asgard Investment Corp.
II, a Delaware corporation and the general partner of Carlson Capital (Asgard II); (xi) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II (Asgard I); and (xii) Clint D. Carlson,
an individual (Mr. Carlson and, together with the Funds, the Managed Account, 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 and the Managed Account
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, including the Managed Account. 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. The
places of organization of each of the other Reporting Persons are listed in paragraph (a) of this Item 2.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons used approximately $108,408,100
(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 Managed Account 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
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| Item 1. | SECURITY AND ISSUER |
This statement on Schedule 13D (this Schedule 13D) relates to shares of
common stock, par value $0.01 per share (the Common Shares), of Archrock Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at 16666 Northchase Drive, Houston, Texas 77060.
| Item 2. | IDENTITY AND BACKGROUND |
(a) This 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 Energy
L/S Offshore Ltd., a Cayman Islands exempted company (ENO); (vii) Black Diamond Thematic Offshore Ltd., a Cayman Islands exempted company (TOF and, together with DOF, ROF, RVC, OFF, SRI and ENO, the Funds);
(viii) Worldwide Transactions Ltd., a British Virgin Islands limited corporation (the Managed Account); (ix) Carlson Capital, L.P., a Delaware limited partnership (Carlson Capital); (x) Asgard Investment Corp.
II, a Delaware corporation and the general partner of Carlson Capital (Asgard II); (xi) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II (Asgard I); and (xii) Clint D. Carlson,
an individual (Mr. Carlson and, together with the Funds, the Managed Account, 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 and the Managed Account
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, including the Managed Account. 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. The
places of organization of each of the other Reporting Persons are listed in paragraph (a) of this Item 2.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The Reporting Persons used approximately $108,408,100
(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 Managed Account 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
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