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

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	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

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Item 1.

Security and Issuer

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.

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.

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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.

 

 

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Item 3.

Source and Amount of Funds or Other Consideration

Item 5.

Interest in Securities of the Issuer

(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.

Item 7.

Materials to be Filed as Exhibits

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

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

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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

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EXHIBIT H

SCHEDULE OF TRANSACTIONS

 

(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.