Filing Details
- Accession Number:
- 0000945621-16-000785
- Form Type:
- 13D Filing
- Publication Date:
- 2016-12-07 14:58:53
- Filed By:
- Carlson Capital
- Company:
- Archrock Inc. (NYSE:AROC)
- Filing Date:
- 2016-12-07
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Carlson Capital | 0 | 6,831,805 | 0 | 6,831,805 | 6,831,805 | EXCLUDES CERTAIN SHARES 9.81% |
| Double Black Diamond Offshore Ltd | 0 | 4,053,385 | 0 | 4,053,385 | 4,053,385 | EXCLUDES CERTAIN SHARES 5.82% |
| Black Diamond Relative Value Offshore Ltd | 0 | 800,409 | 0 | 800,409 | 800,409 | EXCLUDES CERTAIN SHARES 1.15% |
| Black Diamond Relative Value Cayman | 0 | 149,758 | 0 | 149 | 149,758 | EXCLUDES CERTAIN SHARES 0.22% |
| Black Diamond Offshore Ltd | 0 | 264,642 | 0 | 264,642 | 264,642 | EXCLUDES CERTAIN SHARES 0.38% |
| Black Diamond SRI Offshore Ltd | 0 | 0 | 0 | 0 | 0 | EXCLUDES CERTAIN SHARES 0% |
| Black Diamond Thematic Offshore Ltd | 0 | 1,358,623 | 0 | 1,358,623 | 1,358,623 | EXCLUDES CERTAIN SHARES 1.95% |
| Black Diamond Energy L S Offshore Ltd | 0 | 204,988 | 0 | 204,988 | 204,988 | EXCLUDES CERTAIN SHARES 0.29% |
| Asgard Investment Corp. II | 0 | 6,831,805 | 0 | 6,831,805 | 6,831,805 | EXCLUDES CERTAIN SHARES 9.81% |
| Asgard Investment Corp | 0 | 6,831,805 | 0 | 6,831,805 | 6,831,805 | EXCLUDES CERTAIN SHARES 9.81% |
| Clint D. Carlson | 0 | 6,831,805 | 0 | 6,831,805 | 6,831,805 | EXCLUDES CERTAIN SHARES 9.81% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
| Archrock Inc. |
| (Name of Issuer) |
| Common Stock, $0.01 par value per share |
| (Title of Class of Securities) |
| 03957W106 |
| (CUSIP Number) |
Carlson Capital, L.P.
Attn: Shahla Ali
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600
| (Name, Address and Telephone Number of Person |
| Authorizsed to Receive Notices and Communications) |
| December 6, 2016 |
| Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13D-1(e), rule 13d-1(f) or Rule 13d-1(g), check the following box. ☒
(Page 1 of 27 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. 03957W106 | SCHEDULE 13D | Page 2 of 27 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Carlson Capital, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 6,831,805 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 6,831,805 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,831,805 Common Shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 9.81% | |
| 14 | TYPE OF REPORTING PERSON |
| PN; IA |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 3 of 27 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Double Black Diamond Offshore Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 4,053,385 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 4,053,385 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,053,385 Common Shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 5.82% | |
| 14 | TYPE OF REPORTING PERSON |
| CO |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 4 of 27 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON 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 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 800,409 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 800,409 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,409 Common Shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 1.15% | |
| 14 | TYPE OF REPORTING PERSON |
| CO |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 6 of 27 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Black Diamond Offshore Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 264,642 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 264,642 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 264,642 Common Shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 0.38% | |
| 14 | TYPE OF REPORTING PERSON |
| CO |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 7 of 27 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Black Diamond SRI Offshore Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Common Shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 0% | |
| 14 | TYPE OF REPORTING PERSON |
| CO |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 9 of 27 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Black Diamond Energy L/S Offshore Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 204,988 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 204,988 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,988 Common Shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 0.29% | |
| 14 | TYPE OF REPORTING PERSON |
| CO |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 10 of 27 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Asgard Investment Corp. II | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 6,831,805 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 6,831,805 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,831,805 Common Shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 9.81% | |
| 14 | TYPE OF REPORTING PERSON |
| CO |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 11 of 27 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Asgard Investment Corp. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 6,831,805 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 6,831,805 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,831,805 Common Shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 9.81% | |
| 14 | TYPE OF REPORTING PERSON |
| CO |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 12 of 27 Pages |
| | | |
| 1 | NAMES OF REPORTING PERSON Clint D. Carlson | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 6,831,805 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 6,831,805 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,831,805 Common Shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 9.81% | |
| 14 | TYPE OF REPORTING PERSON |
| IN |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 13 of 27 Pages |
| | |
| Item 1. | SECURITY AND ISSUER |
| This Amendment No. 3 to Schedule 13D (this “Amendment No. 1”) 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. 3 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 Person are listed in paragraph (a) of this Item 2. | |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| From October 12, 2016 through December 6 2016, the Reporting Persons sold 2,426,444 shares of common stock for an aggregate consideration of $32,374,656. | |
| 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 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 6,831,805 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 9.81% 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 4,053,385 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 264,642 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 4,053,385 Common Shares reported herein as owned by it, which shares represent approximately 5.82% 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. |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 15 of 27 Pages |
| RVC may be deemed to beneficially own and has the power to vote and dispose the 149,758 Common Shares reported herein as owned by it, which shares represent approximately 0.22% of the outstanding Common Shares. | |
| OFF may be deemed to beneficially own and has the power to vote and dispose the 264,642 Common Shares reported herein as owned by it, which shares represent approximately 0.38% of the outstanding Common Shares. | |
| TOF may be deemed to beneficially own and has the power to vote and dispose the 1,358,623 Common Shares reported herein as owned by it, which shares represent approximately 1.95% of the outstanding Common Shares. | |
| ENO may be deemed to beneficially own and has the power to vote and dispose the 204,988 Common Shares reported herein as owned by it, which shares represent approximately 0.29% of the outstanding Common Shares. | |
| (c) Information concerning transactions in the Common Shares effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference. | |
| (d) Except as set forth herein, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividendg from, or the proceeds from the sale of, Common Shares. | |
| (e) Not applicable. | |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached hereto as Exhibit 1 and is incorporated by reference herein. | |
| Except as set forth herein, there are no contracts, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the Common Shares. | |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit | Description |
| 1 | Joint Filing Agreement, dated December 7, 2016. |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 16 of 27 Pages |
| | |
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: December 7, 2016
| DOUBLE BLACK DIAMOND OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND RELATIVE VALUE CAYMAN, L.P. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND OFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 17 of 27 Pages |
| | |
| BLACK DIAMOND SRI OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND THEMATIC OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND ENERGY L/S OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| CARLSON CAPITAL, L.P. | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 19 of 27 Pages |
Appendix A
DIRECTORS AND EXECUTIVE OFFICERS OF ASGARD I AND ASGARD II
The following sets forth the name, position and principal occupation of each director and executive officer of Asgard I and Asgard II, respectively. Except as otherwise indicated, the business address of each director and officer is 2100 McKinney Avenue, Suite 1800, Dallas, TX 75201. To the best of the Reporting Persons' knowledge, except as set forth in this Schedule 13D, none of the directors or executive officers of Asgard I or Asgard II owns any Common Shares.
| Asgard I | |||
| Name | Position | Principal Occupation | Citizenship |
| Clint Carlson | Director/President | Investment Manager | United States |
| Nancy Carlson | Secretary/Treasurer | Executive | United States |
| Asgard II | |||
| Name | Position | Principal Occupation | Citizenship |
| Clint Carlson | Director/President | Investment Manager | United States |
| Nancy Carlson | Secretary/Treasurer | Executive | United States |
Appendix B
TRANSACTIONS IN THE ISSUER'S COMMON SHARES BY THE REPORTING PERSONS IN THE PAST SIXTY DAYS
The following tables set forth all transactions in the Common Shares effected by any of the Reporting Persons in the past sixty days, as applicable. All such transactions were effected in the open market through brokers and the price per share is net of commissions.
Double Black Diamond Offshore Ltd.
| Type | | Qty | | Price | | Net Amount | | Trade Date |
| Sell | 69,024 | 12.6943 | 875,156.89 | 11/14/2016 | ||||
| Sell | 73,257 | 12.6943 | 928,827.20 | 11/14/2016 | ||||
| Sell | 5,409 | 13.0103 | 70,291.57 | 11/15/2016 | ||||
| Sell | 15,862 | 13.0103 | 206,126.94 | 11/15/2016 | ||||
| Sell | 20,580 | 13.0014 | 267,254.27 | 11/15/2016 | ||||
| Sell | 22,207 | 12.9697 | 287,685.02 | 11/15/2016 | ||||
| Sell | 65,130 | 12.9697 | 843,721.18 | 11/15/2016 | ||||
| Sell | 22,463 | 12.9132 | 289,732.26 | 11/16/2016 | ||||
| Sell | 65,885 | 12.9132 | 849,779.35 | 11/16/2016 | ||||
| Sell | 3,899 | 13.067 | 50,889.74 | 11/16/2016 | ||||
| Sell | 11,434 | 13.067 | 149,233.31 | 11/16/2016 | ||||
| Sell | 13,233 | 13.3875 | 176,958.29 | 11/18/2016 | ||||
| Sell | 38,807 | 13.3875 | 518,935.26 | 11/18/2016 | ||||
| Sell | 2,616 | 13.2791 | 34,698.89 | 11/18/2016 | ||||
| Sell | 7,675 | 13.2791 | 101,799.73 | 11/18/2016 | ||||
| Sell | 30,057 | 13.6145 | 408,760.17 | 11/21/2016 | ||||
| Sell | 88,154 | 13.6145 | 1,198,824.17 | 11/21/2016 | ||||
| Sell | 16,724 | 13.5656 | 226,620.24 | 11/22/2016 | ||||
| Sell | 23,638 | 13.5656 | 320,302.08 | 11/22/2016 | ||||
| Sell | 52,995 | 13.5656 | 718,098.37 | 11/22/2016 | ||||
| Sell | 31,279 | 13.5656 | 423,839.96 | 11/22/2016 | ||||
| Sell | 5,095 | 13.4952 | 68,680.12 | 11/23/2016 | ||||
| Sell | 10,816 | 13.4952 | 145,801.84 | 11/23/2016 | ||||
| Sell | 24,935 | 13.4952 | 336,121.45 | 11/23/2016 | ||||
| Sell | 32,531 | 13.78989 | 448,101.16 | 11/25/2016 | ||||
| Sell | 121 | 13.7899 | 1,666.72 | 11/25/2016 | ||||
| Sell | 6,552 | 13.8498 | 90,643.63 | 11/30/2016 | ||||
| Sell | 4,076 | 13.8498 | 56,389.41 | 11/30/2016 | ||||
| Sell | 29,912 | 13.7168 | 409,839.29 | 11/30/2016 | ||||
| Sell | 8,615 | 13.7171 | 118,041.01 | 11/30/2016 | ||||
| Sell | 18,287 | 13.7171 | 250,564.83 | 11/30/2016 | ||||
| Sell | 10,368 | 13.7158 | 142,046.79 | 11/30/2016 | ||||
| Sell | 17,983 | 13.7158 | 246,376.09 | 11/30/2016 | ||||
| Sell | 5,896 | 13.5419 | 79,752.86 | 12/1/2016 | ||||
| Sell | 10,227 | 13.5419 | 138,336.58 | 12/1/2016 | ||||
| Sell | 44,001 | 13.0512 | 573,593.31 | 12/1/2016 | ||||
| Sell | 29,752 | 13.004 | 386,440.29 | 12/1/2016 | ||||
| Sell | 32,646 | 13.4041 | 437,091.02 | 12/1/2016 | ||||
| Sell | 9,446 | 13.4034 | 126,464.07 | 12/1/2016 | ||||
| Sell | 20,052 | 13.4034 | 268,458.34 | 12/1/2016 | ||||
| Sell | 26,989 | 13.2325 | 356,719.32 | 12/2/2016 | ||||
| Sell | 57,291 | 13.2325 | 757,227.26 | 12/2/2016 | ||||
| Sell | 20,747 | 13.0479 | 270,387.66 | 12/2/2016 | ||||
| Sell | 141,088 | 13.6092 | 1,917,936.63 | 12/5/2016 | ||||
| Sell | 62,558 | 13.5773 | 848,411.84 | 12/5/2016 | ||||
| Sell | 135,041 | 13.9209 | 1,877,825.66 | 12/6/2016 |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 22 of 27 Pages |
| | |
Black Diamond Relative Value Offshore Ltd.
| Type | | Qty | | Price | | Net Amount | | Trade Date |
| Sell | 38,192 | 12.6943 | 484,237.26 | 11/14/2016 | ||||
| Sell | 11,165 | 13.0103 | 145,092.52 | 11/15/2016 | ||||
| Sell | 604 | 13.0103 | 7,848.99 | 11/15/2016 | ||||
| Sell | 45,844 | 12.9697 | 593,895.26 | 11/15/2016 | ||||
| Sell | 2,481 | 12.9697 | 32,139.91 | 11/15/2016 | ||||
| Sell | 46,377 | 12.9132 | 598,179.82 | 11/16/2016 | ||||
| Sell | 2,509 | 12.9132 | 32,360.87 | 11/16/2016 | ||||
| Sell | 8,047 | 13.067 | 105,029.44 | 11/16/2016 | ||||
| Sell | 436 | 13.067 | 5,690.55 | 11/16/2016 | ||||
| Sell | 27,316 | 13.3875 | 365,283.21 | 11/18/2016 | ||||
| Sell | 1,478 | 13.3875 | 19,764.12 | 11/18/2016 | ||||
| Sell | 5,402 | 13.2791 | 71,652.67 | 11/18/2016 | ||||
| Sell | 293 | 13.2791 | 3,886.30 | 11/18/2016 | ||||
| Sell | 19,720 | 13.6009 | 267,908.10 | 11/21/2016 | ||||
| Sell | 62,051 | 13.6145 | 843,862.57 | 11/21/2016 | ||||
| Sell | 3,360 | 13.6145 | 45,693.32 | 11/21/2016 | ||||
| Sell | 12,180 | 13.554 | 164,901.42 | 11/22/2016 | ||||
| Sell | 7,279 | 13.5656 | 98,634.81 | 11/22/2016 | ||||
| Sell | 17,893 | 13.5656 | 242,455.59 | 11/22/2016 | ||||
| Sell | 27,400 | 13.4951 | 369,346.67 | 11/23/2016 | ||||
| Sell | 3,222 | 13.4952 | 43,432.25 | 11/23/2016 | ||||
| Sell | 6,700 | 13.4952 | 90,317.34 | 11/23/2016 | ||||
| Sell | 5,448 | 13.7171 | 74,647.41 | 11/30/2016 | ||||
| Sell | 11,329 | 13.7171 | 155,227.70 | 11/30/2016 | ||||
| Sell | 15,002 | 13.7158 | 205,534.92 | 11/30/2016 | ||||
| Sell | 684 | 13.7158 | 9,371.15 | 11/30/2016 | ||||
| Sell | 8,531 | 13.5419 | 115,395.46 | 12/1/2016 | ||||
| Sell | 389 | 13.5419 | 5,261.84 | 12/1/2016 | ||||
| Sell | 5,974 | 13.4034 | 79,980.55 | 12/1/2016 | ||||
| Sell | 12,422 | 13.4034 | 166,307.07 | 12/1/2016 | ||||
| Sell | 17,070 | 13.2325 | 225,617.79 | 12/2/2016 | ||||
| Sell | 35,490 | 13.2325 | 469,078.83 | 12/2/2016 |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 23 of 27 Pages |
| | |
Black Diamond Relative Value Cayman, L.P.
| Type | | Qty | | Price | | Net Amount | | Trade Date |
| Sell | 7,358 | 12.6943 | 93,292.25 | 11/14/2016 | ||||
| Sell | 2,149 | 13.0103 | 27,926.90 | 11/15/2016 | ||||
| Sell | 117 | 13.0103 | 1,520.42 | 11/15/2016 | ||||
| Sell | 8,827 | 12.9697 | 114,351.13 | 11/15/2016 | ||||
| Sell | 483 | 12.9697 | 6,256.97 | 11/15/2016 | ||||
| Sell | 8,929 | 12.9132 | 115,168.02 | 11/16/2016 | ||||
| Sell | 488 | 12.9132 | 6,294.18 | 11/16/2016 | ||||
| Sell | 1,550 | 13.067 | 20,230.60 | 11/16/2016 | ||||
| Sell | 85 | 13.067 | 1,109.40 | 11/16/2016 | ||||
| Sell | 5,261 | 13.3875 | 70,352.72 | 11/18/2016 | ||||
| Sell | 287 | 13.3875 | 3,837.82 | 11/18/2016 | ||||
| Sell | 1,040 | 13.2791 | 13,794.66 | 11/18/2016 | ||||
| Sell | 57 | 13.2791 | 756.03 | 11/18/2016 | ||||
| Sell | 3,780 | 13.6 | 51,350.17 | 11/21/2016 | ||||
| Sell | 11,950 | 13.6145 | 162,514.03 | 11/21/2016 | ||||
| Sell | 655 | 13.6145 | 8,907.47 | 11/21/2016 | ||||
| Sell | 2,320 | 13.5652 | 31,435.77 | 11/22/2016 | ||||
| Sell | 4,594 | 13.5656 | 62,250.10 | 11/22/2016 | ||||
| Sell | 5,183 | 13.4951 | 69,865.82 | 11/23/2016 | ||||
| Sell | 1,811 | 13.4952 | 24,412.10 | 11/23/2016 | ||||
| Sell | 3,062 | 13.7171 | 41,954.91 | 11/30/2016 | ||||
| Sell | 2,888 | 13.7158 | 39,567.05 | 11/30/2016 | ||||
| Sell | 133 | 13.7158 | 1,822.16 | 11/30/2016 | ||||
| Sell | 1,642 | 13.5419 | 22,210.69 | 12/1/2016 | ||||
| Sell | 75 | 13.5419 | 1,014.49 | 12/1/2016 | ||||
| Sell | 3,357 | 13.4034 | 44,943.86 | 12/1/2016 | ||||
| Sell | 9,593 | 13.2325 | 126,792.70 | 12/2/2016 |
Black Diamond Thematic Offshore Ltd.
| Type | | Qty | | Price | | Net Amount | | Trade Date |
| Sell | 66,132 | 13.5656 | 896,128.28 | 11/22/2016 | ||||
| Sell | 31,117 | 13.4952 | 419,463.38 | 11/23/2016 | ||||
| Sell | 40,747 | 13.78989 | 561,273.19 | 11/25/2016 | ||||
| Sell | 13,264 | 13.8498 | 183,500.78 | 11/30/2016 |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 24 of 27 Pages |
| | |
Black Diamond Energy L/S Offshore Ltd.
| Type | | Qty | | Price | | Net Amount | | Trade Date |
| Sell | 29,692 | 12.6943 | 376,465.56 | 11/14/2016 | ||||
| Sell | 8,341 | 13.0014 | 108,317.20 | 11/15/2016 | ||||
| Sell | 12,678 | 13.5656 | 171,790.76 | 11/22/2016 | ||||
| Sell | 12,124 | 13.7168 | 166,117.00 | 11/30/2016 | ||||
| Sell | 13,231 | 13.4041 | 177,147.31 | 12/1/2016 | ||||
| Sell | 25,355 | 13.5773 | 343,864.61 | 12/5/2016 |
Black Diamond SRI Offshore Ltd.
| Type | | Qty | | Price | | Net Amount | | Trade Date |
| Sell | 7,140 | 13.2364 | 94,398.73 | 11/18/2016 | ||||
| Sell | 3,110 | 13.2459 | 41,147.20 | 11/18/2016 | ||||
| Sell | 2,350 | 13.5718 | 31,857.78 | 11/22/2016 | ||||
| Sell | 3,241 | 13.9213 | 45,111.17 | 12/6/2016 | ||||
| Sell | 8,262 | 13.9213 | 114,998.02 | 12/6/2016 | ||||
| Sell | 7,597 | 13.9213 | 105,741.95 | 12/6/2016 |
Worldwide Transactions Limited
| Type | | Qty | | Price | | Net Amount | | Trade Date |
| Sell | 6,325 | 12.8551 | 81,211.85 | 10/12/2016 | ||||
| Sell | 35,984 | 12.8551 | 462,028.07 | 10/12/2016 | ||||
| Sell | 678 | 12.8551 | 8,705.40 | 10/12/2016 | ||||
| Sell | 917 | 12.8551 | 11,774.11 | 10/12/2016 |
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 25 of 27 Pages |
| | |
Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. 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 herein and 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.
DATE: December 7, 2016
| DOUBLE BLACK DIAMOND OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND RELATIVE VALUE CAYMAN, L.P. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND OFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 26 of 27 Pages |
| | |
| BLACK DIAMOND SRI OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND THEMATIC OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| BLACK DIAMOND ENERGY L/S OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| CARLSON CAPITAL, L.P. | ||||
| By: Asgard Investment Corp. II, its general partner | ||||
| By: | /s/ Clint D. Carlson | | ||
| Name: Clint D. Carlson | ||||
| Title: President | ||||
| CUSIP No. 03957W106 | SCHEDULE 13D | Page 27 of 27 Pages |
| 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 | | ||
| | ||||
| | ||||