Exterran Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

30225X103

(CUSIP Number)

December 31, 2014

(Date of Event which Requires Filing of this Statement)

 

(Page 1 of 17 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.

 

 

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CUSIP No.   30225X103		Page 6 of  17 Pages

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER           -0-
	6	SHARED VOTING POWER           2,053,124 shares of Common Stock
	7	SOLE DISPOSITIVE POWER           -0-
	8	SHARED DISPOSITIVE POWER     2,053,124 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           2,053,124 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)
	3.01%
12	TYPE OF REPORTING PERSON
	PN; IA

 

 

CUSIP No.   30225X103		Page 7 of  17 Pages

 

 

 

CUSIP No.   30225X103		Page 8 of  17 Pages

 

 

 

 

 

 

 

 

CUSIP No. 30225X103		Page 10 of 17 Pages

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 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 SRI Offshore Ltd., a Cayman Islands exempted company (“SRI Offshore” and together with Double Offshore, Offshore, Relative Value Offshore, and Thematic 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”.
		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.

  

 

 

 

CUSIP No. 30225X103		Page 11 of 17 Pages

 

 

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	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).	CITIZENSHIP
	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 4.	OWNERSHIP

A.	Double Offshore:
	(a)	Amount beneficially owned:  1,369,195 shares of Common Stock
	(b)	Percent of class:  2.01%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:  1,369,195 shares of Common Stock
		(iii)    Sole power to dispose or direct the disposition of:  -0-
		(iv)    Shared power to dispose or to direct the disposition of:  1,369,195 shares of Common Stock

 

B.	Offshore:
	(a)	Amount beneficially owned:  57,510 shares of Common Stock
	(b)	Percent of class:  0.08%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:  57,510 shares of Common Stock
		(iii)    Sole power to dispose or direct the disposition of: -0-
		(iv)    Shared power to dispose or to direct the disposition of:  57,510 shares of Common Stock

 

C.	Relative Value Offshore:
	(a)	Amount beneficially owned:  513,171 shares of Common Stock
	(b)	Percent of class:  0.75%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:  513,171 shares of Common Stock
		(iii)    Sole power to dispose or direct the disposition of: -0-
		(iv)    Shared power to dispose or to direct the disposition of:  513,171 shares of Common Stock

 

 

 

 

 

CUSIP No. 30225X103		Page 12 of 17 Pages

 

D.	SRI Offshore:
	(a)	Amount beneficially owned:  19,100 shares of Common Stock
	(b)	Percent of class: 0.03%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:  19,100 shares of Common Stock
		(iii)    Sole power to dispose or direct the disposition of: -0-
		(iv)    Shared power to dispose or to direct the disposition of:  19,100 shares of Common Stock

 

E.	Carlson Capital:
	(a)	Amount beneficially owned:  2,053,124 shares of Common Stock
	(b)	Percent of class:  3.01%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:  2,053,124 shares of Common Stock
		(iii)    Sole power to dispose or direct the disposition of:  -0-
		(iv)    Shared power to dispose or to direct the disposition of:  2,053,124 shares of Common Stock

 

F.	Asgard II:
	(a)	Amount beneficially owned:   2,053,124 shares of Common Stock
	(b)	Percent of class:  3.01%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:   2,053,124 shares of Common Stock
		(iii)    Sole power to dispose or direct the disposition of:  -0-
		(iv)    Shared power to dispose or to direct the disposition of:  2,053,124 shares of Common Stock

 

G.	Asgard:
	(a)	Amount beneficially owned:   2,053,124 shares of Common Stock
	(b)	Percent of class:  3.01%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:   2,053,124 shares of Common Stock
		(iii)    Sole power to dispose or direct the disposition of:  -0-
		(iv)    Shared power to dispose or to direct the disposition of:  2,053,124 shares of Common Stock

 

H.	Mr. Carlson:
	(a)	Amount beneficially owned:   2,053,124 shares of Common Stock
	(b)	Percent of class:  3.01%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:   2,053,124 shares of Common Stock
		(iii)    Sole power to dispose or direct the disposition of:  -0-
		(iv)    Shared power to dispose or to direct the disposition of:   2,053,124 shares of Common Stock

 

The Company's Quarterly Report on Form 10-Q filed on November 4, 2014, indicates that the total number of outstanding shares of Common Stock as of October 28, 2014 was 68,259,732. The percentages used herein and in the rest of the Schedule 13G are based upon such number of shares of Common Stock outstanding.
 

CUSIP No. 30225X103		Page 13 of 17 Pages

 

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.

CUSIP No. 30225X103		Page 14 of 17 Pages

 

DATED: February 10, 2015

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

 

 

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

 

 

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

 

 

 

 

 

CUSIP No. 30225X103		Page 15 of 17 Pages

 

 

		CARLSON CAPITAL, L.P.
		By:	/s/ Clint D. Carlson
			Name:       Clint D. Carlson
			Title:         President

		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

 

 

		By:	/s/ Clint D. Carlson
			Name:       Clint D. Carlson

 

 

 

 

 

 

 

CUSIP No. 30225X103		Page 16 of 17 Pages

 

 

 

 

 

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

    The undersigned acknwoledge 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 nto 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.