cceh13ga020515.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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)

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 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.

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. 30225X103		Page 2 of 17 Pages

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 1,369,195 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 1,369,195 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,369,195 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.01%

12	TYPE OF REPORTING PERSON

	CO

CUSIP No. 30225X103		Page 3 of 17 Pages

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 57,510 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 57,510 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,510 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.08%

12	TYPE OF REPORTING PERSON

	CO

CUSIP No. 30225X103		Page 4 of 17 Pages

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 513,171 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 513,171 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,171 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.75%

12	TYPE OF REPORTING PERSON

	CO

CUSIP No. 30225X103		Page 5 of 17 Pages

1	NAMES OF REPORTING PERSONS Black Diamond SRI 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 19,100 shares of Common Stock
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 19,100 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,100 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.03%

12	TYPE OF REPORTING PERSON

	CO

CUSIP No. 30225X103		Page 6 of 17 Pages

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 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

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

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 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

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

	CO

CUSIP No. 30225X103		Page 8 of 17 Pages

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 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

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

	CO

CUSIP No. 30225X103		Page 9 of 17 Pages

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 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

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

	IN

CUSIP No. 30225X103		Page 10 of 17 Pages

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13G/A filed with the Securities and Exchange Commission on January 28, 2014 (the “Amendment No. 1” and together with this Amendment No. 2, the “Schedule 13G”) with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Exterran Holdings, Inc. (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13G. This Amendment No. 1 amends Items 4 and 5 as set forth below. This Amendment No. 2 amends Items 2(a), 2(c), 4 and 10 as set forth below.

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 5.	Ownership of Five Percent or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]

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

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: 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

Exhibit 1

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.

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

CUSIP No. 30225X103		Page 17 of 17 Pages

		BLACK DIAMOND SRI OFFSHORE LTD.
		By: Carlson Capital, L.P., its investment manager


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

		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