Archrock, Inc.

Major Shareholding Notification • Jan 25, 2013

SC 13G 1 p13-0231sc13g.htm EXTERRAN HOLDINGS, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Exterran
Holdings, Inc.
(Name of Issuer)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
30225X103
(CUSIP Number)
December
31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 16 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).

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CUSIP No. 30225X103 13G Page 2 of 16 Pages

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1	NAMES OF REPORTING PERSONS Double Black Diamond Offshore Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 2,189,823 shares of Common Stock
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 2,189,823 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,189,823 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4%
12	TYPE OF REPORTING PERSON CO

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CUSIP No. 30225X103 13G Page 3 of 16 Pages

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1	NAMES OF REPORTING PERSONS Black Diamond Offshore Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 165,600 shares of Common Stock
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 165,600 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 165,600 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%
12	TYPE OF REPORTING PERSON CO

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CUSIP No. 30225X103 13G Page 4 of 16 Pages

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1	NAMES OF REPORTING PERSONS 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	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 248,149 shares of Common Stock
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 248,149 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 248,149 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4%
12	TYPE OF REPORTING PERSON CO

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1	NAMES OF REPORTING PERSONS Black Diamond Thematic Offshore Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 960,763 shares of Common Stock
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 960,763 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 960,763 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5%
12	TYPE OF REPORTING PERSON CO

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CUSIP No. 30225X103 13G Page 6 of 16 Pages

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1	NAMES OF REPORTING PERSONS Carlson Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 3,616,511 shares of Common Stock
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 3,616,511 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,616,511 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON PN; IA

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1	NAMES OF REPORTING PERSONS Asgard Investment Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 3,616,511 shares of Common Stock
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 3,616,511 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,616,511 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON CO

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CUSIP No. 30225X103 13G Page 8 of 16 Pages

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1	NAMES OF REPORTING PERSONS Asgard Investment Corp. II
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 3,616,511 shares of Common Stock
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 3,616,511 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,616,511 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON CO

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CUSIP No. 30225X103 13G Page 9 of 16 Pages

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1	NAMES OF REPORTING PERSONS Clint D. Carlson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 3,616,511 shares of Common Stock
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 3,616,511 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,616,511 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 30225X103 13G Page 10 of 16 Pages

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Item 1(a).
Exterran Holdings, Inc. (the "Issuer")

Item 1(b).
16666 Northchase Drive Houston, Texas 77060

Item 2(a). NAME OF PERSON FILING

This statement is filed by: (i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"), with respect to the Common Stock (as defined below) directly held by it; (ii) Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Offshore"), with respect to the Common Stock directly held by it; (iii) Black Diamond Relative Value Offshore Ltd., a Cayman Islands exempted company ("Relative Value Offshore"), with respect to the Common Stock directly held by it; (iv) Black Diamond Thematic Offshore Ltd., a Cayman Islands exempted company ("Thematic Offshore" and together with Double Offshore, Offshore and Relative Value Offshore, the "Funds"), with respect to the Common Stock directly held by it; (v) Carlson Capital L.P., a Delaware limited partnership ("Carlson Capital"), which serves as the investment manager to the Funds and certain managed accounts (collectively, the "Accounts"), with respect to the Common Stock directly held by the Funds and the Accounts; (vi) 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 and the Accounts; (vii) 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 and the Accounts; and (viii) Mr. Clint D. Carlson, a United States citizen ("Mr. Carlson"), who serves as president of Asgard and Carlson Capital, with respect to the Common Stock directly held by the Funds and the Accounts. The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”.

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CUSIP No. 30225X103 13G Page 11 of 16 Pages

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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).
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). |
| --- |
| Each of the Funds is a Cayman Islands exempted company. 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).
Common Stock, par value $0.01 per share
(the “Common Stock”).

Item 2(e).
30225X103

Item 3. — (a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;

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CUSIP No. 30225X103 13G Page 12 of 16 Pages

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| (i) | ¨ | A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| --- | --- | --- |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________

ITEM 4. OWNERSHIP .

| A. Double Offshore: (a) Amount beneficially owned: 2,189,823 shares of Common
Stock (b) Percent of class: 3.4% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 2,189,823
shares of Common Stock (iii) Sole power to dispose or direct the disposition:
-0- (iv) Shared power to dispose or direct the disposition:
2,189,823 shares of Common Stock |
| --- |
| B. Offshore: (a) Amount beneficially owned: 165,600 shares of Common
Stock (b) Percent of class: 0.3% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 165,600
shares of Common Stock (iii) Sole power to dispose or direct the disposition:
-0- (iv) Shared power to dispose or direct the disposition:
165,600 shares of Common Stock C. Relative Value Offshore: (a) Amount beneficially owned: 248,149 shares of Common
Stock (b) Percent of class: 0.4% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 248,149
shares of Common Stock (iii) Sole power to dispose or direct the disposition:
-0- (iv) Shared power to dispose or direct the disposition:
248,149 shares of Common Stock D. Thematic Offshore: (a) Amount beneficially owned: 960,763 shares of Common
Stock (b) Percent of class: 1.5% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 960,763
shares of Common Stock (iii) Sole power to dispose or direct the disposition:
-0- (iv) Shared power to dispose or direct the disposition:
960,763 shares of Common Stock |

E. Carlson Capital: (a) Amount beneficially owned: 3,616,511 shares of Common Stock (b) Percent of class: 5.6% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 3,616,511 shares of Common Stock (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 3,616,511 shares of Common Stock

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CUSIP No. 30225X103 13G Page 13 of 16 Pages

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| F. Asgard II: (a) Amount beneficially owned: 3,616,511 shares of Common
Stock (b) Percent of class: 5.6% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 3,616,511
shares of Common Stock (iii) Sole power to dispose or direct the disposition:
-0- (iv) Shared power to dispose or direct the disposition:
3,616,511 shares of Common Stock |
| --- |
| G. Asgard: (a) Amount beneficially owned: 3,616,511 shares of Common
Stock (b) Percent of class: 5.6% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 3,616,511
shares of Common Stock (iii) Sole power to dispose or direct the disposition:
-0- (iv) Shared power to dispose or direct the disposition:
3,616,511 shares of Common Stock H. Mr. Carlson: (a) Amount beneficially owned: 3,616,511 shares of Common
Stock (b) Percent of class: 5.6% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 3,616,511
shares of Common Stock (iii) Sole power to dispose or direct the disposition:
-0- (iv) Shared power to dispose or direct the disposition:
3,616,511 shares of Common Stock |

The Company's Quarterly Report on Form 10-Q filed on November 1, 2012, indicates that the total number of outstanding shares of Common Stock as of October 25, 2012 was 64,901,850. 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.
Not applicable.

Item 6.
Not applicable.

Item 7.
Not applicable

Item 8.
Not applicable

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CUSIP No. 30225X103 13G Page 14 of 16 Pages

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Item 9.
Not applicable

ITEM 10. CERTIFICATION

Each of the Reporting Persons hereby makes the following certification:

By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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CUSIP No. 30225X103 13G Page 15 of 16 Pages

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: January 25, 2013

DOUBLE BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
BLACK DIAMOND THEMATIC OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
CARLSON CAPITAL, L.P.
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President

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CUSIP No. 30225X103 13G Page 16 of 16 Pages

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ASGARD INVESTMENT CORP. II
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
ASGARD INVESTMENT CORP.
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
/s/ Clint D. Carlson
Name: Clint D. Carlson

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Exhibit 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. 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 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.

DATED: January 25, 2013

DOUBLE BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
BLACK DIAMOND THEMATIC OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President

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CARLSON CAPITAL, L.P.
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
ASGARD INVESTMENT CORP. II
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
ASGARD INVESTMENT CORP.
/s/ Clint D. Carlson
Name: Clint D. Carlson
Title: President
/s/ Clint D. Carlson
Name: Clint D. Carlson