Archrock Inc (AROC): Carlson Capital Lowers Its Stake

Page 13 of 25 – SEC Filing

CUSIP No. 03957W106

SCHEDULE 13D

Page 14 of 27 Pages

Item 4.	PURPOSE OF TRANSACTION
	(a)-(j) The Reporting Persons and their representatives intend, from time to time, to engage in discussions and correspondence with management and the Issuer’s Board of Directors (the “Board”) regarding, among other things, the Issuer’s business, management and strategic alternatives and direction. The Reporting Persons believe that the Issuer’s Common Shares trade at a substantial discount to the Issuer’s intrinsic value and represent an attractive investment opportunity. The Reporting Persons intend to have discussions and correspondence with the Issuer’s management and the Board to discuss ways in which this undervaluation can be rectified, including among other things, reducing the Issuer’s expenses, altering the Company’s capital allocation and other changes to the Issuer’s corporate strategy, including changes to the composition of the Board.
	Based on the above discussions with the Issuer, the Reporting Persons may (i) have discussions regarding the Issuer with other stockholders, persons that may be interested in transactions with the Company, and other interested market and industry participants; (ii) make additional proposals to the Issuer concerning its business, management, strategic alternatives and direction; (iii) acquire additional Common Shares and/or other equity, debt, notes or other securities, including but not limited to derivative or other instruments that are based upon or relate to the value of the Common Shares or the Issuer (collectively, “Securities”) in the open market or otherwise; (iv) dispose of any or all of their Securities in the open market or otherwise; (v) nominate or recommend candidates to serve on the Board; (vi) propose or consider any one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D; or (vii) change their intention with respect to any and all matters referred to in this Item 4.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	(a) and (b)
	The Reporting Persons may be deemed to beneficially own in the aggregate 6,042,105 Common Shares. Based upon a total of 69,626,230 Common Shares outstanding as of March 2, 2016, as reported in the Issuer’s Proxy Statement on Schedule 14A for the Issuer’s 2016 annual meeting of stockholders, filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2016, the Reporting Persons’ shares represent approximately 8.65% of the outstanding Common Shares.
	Carlson Capital, Asgard II, Asgard I and Mr. Carlson may be deemed to beneficially own and have the power to vote and direct the disposition of (i) the 3,290,109 Common Shares reported herein as owned by DOF, (ii) the 800,409 Common Shares reported herein as owned by ROF, (iii) the 149,758 Common Shares reported herein as owned by RVC, (iv) the 220,218 Common Shares reported herein as owned by OFF, (v) the 1,358,623 Common Shares reported herein as owned by TOF, and (vi) the 204,988 Common Shares reported herein as owned by ENO.
	DOF may be deemed to beneficially own and has the power to vote and dispose the 3,290,109 Common Shares reported herein as owned by it, which shares represent approximately 4.73% of the outstanding Common Shares.
	ROF may be deemed to beneficially own and has the power to vote and dispose the 800,409 Common Shares reported herein as owned by it, which shares represent approximately 1.15% of the outstanding Common Shares.