Page 12 of 25 – SEC Filing CUSIP No. 03957W106 SCHEDULE 13D Page 13 of 27 Pages
Item 1. SECURITY AND ISSUER This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) relates to shares of common stock, par value $0.01 per share (the “Common Shares”), of Archrock Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 16666 Northchase Drive, Houston, Texas 77060. Item 2. IDENTITY AND BACKGROUND (a) This Amendment No. 4 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 Offhore, 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) Carlson Capital, L.P., a Delaware limited partnership (“Carlson Capital”); (ix) Asgard Investment Corp. II, a Delaware corporation and the general partner of Carlson Capital (“Asgard II”); (x) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II (“Asgard I”); and (xi) Clint D. Carlson, an individual (“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 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 Person are listed in paragraph (a) of this Item 2. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION From November 14, 2016 through December 16, 2016, the Reporting Persons sold 3,190,240 shares of common stock for an aggregate consideration of $42,936,462. The source of the funds used to acquire the Common Shares reported herein is the working capital of the Funds 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.
CUSIP No. 03957W106 | SCHEDULE 13D | Page 13 of 27 Pages |
Item 1. | SECURITY AND ISSUER |
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) relates to shares of common stock, par value $0.01 per share (the “Common Shares”), of Archrock Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 16666 Northchase Drive, Houston, Texas 77060. | |
Item 2. | IDENTITY AND BACKGROUND |
(a) This Amendment No. 4 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 Offhore, 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) Carlson Capital, L.P., a Delaware limited partnership (“Carlson Capital”); (ix) Asgard Investment Corp. II, a Delaware corporation and the general partner of Carlson Capital (“Asgard II”); (x) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II (“Asgard I”); and (xi) Clint D. Carlson, an individual (“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 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 Person are listed in paragraph (a) of this Item 2. | |
Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
From November 14, 2016 through December 16, 2016, the Reporting Persons sold 3,190,240 shares of common stock for an aggregate consideration of $42,936,462. | |
The source of the funds used to acquire the Common Shares reported herein is the working capital of the Funds 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. |