Sec Form 13D Filing - CHAI TRUST CO LLC filing for Exterran Corp (EXTN) - 2020-03-04

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
EXTERRAN CORPORATION
 (Name of Issuer)
 
Common Stock, par value $0.01 per share
 (Title of Class of Securities)
 
30227H106
 (CUSIP Number)
 
Joseph Miron, Esq.
Equity Group Investments
2 North Riverside Plaza, Suite 600
Chicago, Illinois 60606
(312) 454-1800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 3, 2020
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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 (“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).
 









 
SCHEDULE 13D
 
 
 
 
CUSIP No:  30227H106
 
Page 2 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
 
 CHAI TRUST COMPANY, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Illinois
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0
 
 
 
 
8
SHARED VOTING POWER
 
 
 6,104,191
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 6,104,191
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 6,104,191
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 18.48%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 




 
SCHEDULE 13D
 
 
 
 
CUSIP No:  30227H106
 
Page 3 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
 
 EGI-FUND B, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
 1,849,806
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 1,849,806
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,849,806
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 5.60%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 



 
SCHEDULE 13D
 
 
 
 
CUSIP No:  30227H106
 
Page 4 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
 
 EGI-FUND C, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
 2,565,749
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 2,565,749
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 2,565,749
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 7.77%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 



 
SCHEDULE 13D
 
 
 
 

 
Page 5 of 10 Pages

Item 1.
Security and Issuer

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 4 to Schedule 13D (“Amendment No. 3”) relates to the common stock, par value $0.01 per share (“Common Stock”) of Exterran Corporation, a Delaware corporation (the “Issuer”) whose principal executive office is located at 11000 Equity Drive, Houston, Texas 77041.  This Amendment No. 3 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Persons with respect to the Issuer on March 10, 2016, as amended by Amendment No. 1 on November 14, 2018, Amendment No. 2 on December 17, 2018, and Amendment No. 3 on March 2, 2020 (collectively, the “Schedule 13D”).  All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented by the information contained herein, and only those items amended are reported herein.

Item 2.
Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a-c) This Statement relates to Common Stock held directly by: EGI-Fund (05-07) Investors, L.L.C., a Delaware limited liability company (“Fund 05-07”); EGI-Fund (08-10) Investors, L.L.C., a Delaware limited liability company (“Fund 08-10”); EGI-Fund (11-13) Investors, L.L.C., a Delaware limited liability company (“Fund 11-13”); EGI-Fund B, L.L.C., a Delaware limited liability company (“Fund B”); and EGI-Fund C, L.L.C., a Delaware limited liability company (“Fund C”).  Chai Trust Company, LLC, an Illinois limited liability company (“Chai Trust”), is the non-member manager of Fund 05-07, Fund 08-10 and Fund 11-13 and the managing member of Fund B and Fund C.  In such capacity, Chai Trust may be deemed to beneficially own the shares of Common Stock held directly by Fund 05-07, Fund 08-10, Fund 11-13, Fund B and Fund C.  Chai Trust, Fund B, and Fund C are sometimes collectively referred to herein as the “Reporting Persons.”  None of Fund 05-07, Fund 08-10, or Fund 11-13 is a Reporting Person on the basis that none directly holds more than five percent of the shares of Common Stock.

The executive officers of Fund B and Fund C are as follows:

Samuel Zell
President. Mr. Zell is also Chairman and Chief Executive Officer of the Equity Group Investments division of Chai Trust (“EGI”).
   
Mark Sotir
Vice President. Mr. Sotir is also President and Chief Investment Officer of EGI and serves as Executive Chairman of the Issuer’s board of directors.

Joseph Miron
Vice President and Secretary.

Philip G. Tinkler
Vice President and Treasurer.
 
 
The officers and senior managing directors of Chai Trust are as follows:

Scott R. Peppet
President and Senior Managing Director.

Mark Sotir
Chief Operating Officer, Vice President and Senior Managing Director.  Mr. Sotir is also President and Chief Investment Officer of EGI and serves as Executive Chairman of the Issuer’s board of directors.
Joseph Miron
Chief Legal Officer.
 
 
Philip G. Tinkler
Chief Financial Officer.
 
 
James Bunegar
Compliance Officer, Assistant Trust Officer and Treasurer.


 
SCHEDULE 13D
 
 
 
 

 
Page 6 of 10 Pages

Robert M. Levin
Senior Trust Officer and Senior Managing Director. Mr. Levin is also of counsel in the law firm Levin, Schreder & Carey, Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602.
 
 
Lucille McFarland
Controller and Assistant Secretary.
 
 
Carleen L. Schreder
Secretary.  Ms. Schreder is also a partner in the law firm Levin, Schreder & Carey, Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602.
 
 
Thomas P. Heneghan
Senior Managing Director. Mr. Heneghan is also the Chief Executive Officer of Equity International, a private equity firm.
 
 
David J. Contis
Senior Managing Director. Mr. Contis is also a Principal at Agora Advisors, Inc., whose address is 5421 Kietzke Lane, Suite 100, Reno NV 89511.
 
 
JoAnn Zell
Senior Managing Director. Ms. Zell is also a physician.
 
 
Matthew Zell
Senior Managing Director. Mr. Zell is also a high school teacher.
 
 
Suzanne Campion
Senior Managing Director. Ms. Campion is also an executive recruiter.

 
The business address of Samuel Zell, Mark Sotir, Joseph Miron, Philip G. Tinkler, Scott R. Peppet, James Bunegar, Lucille McFarland, Thomas P. Heneghan, JoAnn Zell, Matthew Zell, Suzanne Campion, and each Reporting Person is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.


 
(d) and (e) No Reporting Person has, and to the best knowledge of any such Reporting Person, no officer or director listed in this Item 2 has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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)  Chai Trust is a limited liability company incorporated in Illinois.  Each of Fund B and Fund C is a limited liability company incorporated in Delaware.  All of the officers and directors listed in this Item 2 are United States citizens.
 

 



 
SCHEDULE 13D
 
 
 
 

 
Page 7 of 10 Pages

Item 3.
Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: 

Since the filing of Amendment No. 3, Fund C acquired 1,472,500 shares of Common Stock for a total purchase price of approximately $9,934,990.90. The funds used in the acquisition of these shares of Common Stock were obtained from the working capital of Fund C.

Item 5.
Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a, b) As of the date hereof, Chai Trust may be deemed to beneficially own a total of 6,104,191 shares of Common Stock, representing approximately 18.48% of the outstanding Common Stock.  This amount includes:  (i) 447,567 shares of Common Stock held by Fund 05-07, which represent approximately 1.35% of the outstanding Common Stock; (ii) 332,327 shares of Common Stock held by Fund 08-10, which represent approximately 1.01% of the outstanding Common Stock; (iii) 908,742 shares of Common Stock held by Fund 11-13, which represent approximately 2.75% of the outstanding Common Stock; (iv) 1,849,806 shares of Common Stock held by Fund B, which represent approximately 5.60% of the outstanding Common Stock; and (v) 2,565,749 shares of Common Stock held by Fund C, which represent approximately 7.77% of the outstanding Common Stock.

The beneficial ownership percentage is based on a total of 33,038,866 Shares outstanding as of February 20, 2020, as reported by the Issuer on its annual report on Form 10-K for the fiscal year ended December 31, 2019.

(c) A description of the transactions in the Common Stock since the filing of Amendment No. 3 on March 2, 2020, all of which were effected in the open market in routine brokerage transactions, is included in Exhibit H.

(d) Each of Fund 05-07, Fund 08-10, Fund 11-13, Fund B and Fund C has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of, Common Stock owned by each of Fund 05-07, Fund 08-10, Fund 11-13, Fund B or Fund C, respectively.

(e) This Item 5(e) is not applicable. 

Item 7.
Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit G:  Joint Filing Agreement, dated March 4, 2020

Exhibit H: Schedule of Transactions, in response to Item 5(c)


 
SCHEDULE 13D
 
 
 
 

 
Page 8 of 10 Pages

SIGNATURE

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

 
CHAI TRUST COMPANY, LLC
 
       

By:
/s/ Joseph Miron  
    Name: Joseph Miron  
    Title:   Chief Legal Officer  
       

  EGI-FUND B, L.L.C.  
       

By:
/s/ Joseph Miron  
    Name: Joseph Miron  
    Title:   Vice President  
       

  EGI-FUND C, L.L.C.  
       

By:
/s/ Joseph Miron  
    Name: Joseph Miron  
    Title:   Vice President  
       


March 4, 2020

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).



 
SCHEDULE 13D
 
 
 
 

 
Page 9 of 10 Pages

EXHIBIT G

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Exterran Corporation, dated as of March 4, 2020 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 
CHAI TRUST COMPANY, LLC
 
       

By:
/s/ Joseph Miron  
    Name: Joseph Miron  
    Title:   Chief Legal Officer  
       

  EGI-FUND B, L.L.C.  
       

By:
/s/ Joseph Miron  
    Name: Joseph Miron  
    Title:   Vice President  
       

  EGI-FUND C, L.L.C.  
       

By:
/s/ Joseph Miron  
    Name: Joseph Miron  
    Title:   Vice President  
       



March 4, 2020

 
SCHEDULE 13D
 
 
 
 

 
Page 10 of 10 Pages

EXHIBIT H

SCHEDULE OF TRANSACTIONS
 
Name of Account
Date of Transaction
Nature of Transaction
Quantity of Shares
Weighted-Average
Price Per Share
Fund C
03/02/2020
Purchase
 169,317
$5.7035 (1)
Fund C
03/02/2020
Purchase
 140,683
$6.3872 (2)
Fund C
03/03/2020
Purchase
615,000
$6.7712 (3)
Fund C
03/04/2020
Purchase
547,500
$ 7.1350 (4)

 (1) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $5.11 to $6.10, inclusive. The reporting person undertakes to provide to Exterran Corporation, any security holder of Exterran Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) through (4) to this Exhibit H.

(2) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $6.11 to $6.78, inclusive.

(3) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $6.38 to $7.36, inclusive.

(4) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $6.75 to $7.45, inclusive.