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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kodiak Gas Services Inc | NYSE:KGS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.64 | 2.45% | 26.74 | 26.90 | 26.12 | 26.12 | 316,339 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. | Regulation FD Disclosure. |
On January 30, 2024, Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), issued a news release announcing that its wholly owned subsidiary, Kodiak Gas Services, LLC (the “Issuer”), priced its previously announced private offering of $750 million in aggregate principal amount of 7.250% senior unsecured notes due 2029 (the “Notes”).
A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
Neither this Current Report on Form 8-K nor the news release constitute an offer to sell, or the solicitation of an offer to buy, the Notes.
The information under this Item 7.01, including Exhibit 99.1, to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information under this Item 7.01, including Exhibit 99.1, to this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1934, as amended.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
99.1 | News release of Kodiak Gas Services, Inc., dated January 30, 2024 | |
104 | The cover page from this Current Report on Form 8-K, formatted in inline XBRL |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 30, 2024 | Kodiak Gas Services, Inc. | |||
By: |
/s/ Kelly M. Battle | |||
Name: |
Kelly M. Battle | |||
Title: |
Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary |
3
Exhibit 99.1
Kodiak Gas Services Announces Pricing of $750 Million Senior Unsecured Notes Offering
MONTGOMERY, Texas, January 30, 2024 Kodiak Gas Services, Inc. (NYSE: KGS) (Kodiak, we or the Company) today announced that its wholly owned subsidiary, Kodiak Gas Services, LLC (the Issuer), priced its previously announced private offering (the Offering) of $750 million in aggregate principal amount of 7.250% senior unsecured notes due 2029 (the Notes). The Notes will have a maturity date of February 15, 2029. The Offering is expected to close on February 2, 2024, subject to customary closing conditions. The Notes will be issued at par and will be guaranteed on a senior unsecured basis by the Company, its existing subsidiaries and certain of its future U.S. subsidiaries that guarantee the Issuers revolving asset-based loan credit facility (the ABL Facility).
The Issuer intends to use the net proceeds from the Offering to repay a portion of the outstanding indebtedness under the ABL Facility and to pay related fees, costs, premiums and expenses in connection therewith and with the closing of the Companys previously announced acquisition of CSI Compressco LP (the CSI Acquisition). In connection with closing of the CSI Acquisition, the Company intends, using proceeds from additional draws on the ABL Facility, to repay, terminate and/or redeem all of CSIs existing long-term indebtedness.
The Notes will not be registered under the Securities Act of 1933, as amended (the Securities Act), or under any state or other securities laws and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person, absent registration or an applicable exemption from registration requirements. The Notes are being offered only to persons who are either reasonably believed to be qualified institutional buyers under Rule 144A or who are non-U.S. persons under Regulation S as defined under applicable securities laws.
This news release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Kodiak
KGS is one of the largest contract compression services providers in the continental United States with a fleet of over 3.2 million horsepower. Kodiak focuses on providing contract compression services to oil and gas producers and midstream customers in highvolume gas gathering systems, processing facilities, multiwell gas lift applications and natural gas transmission systems.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements contained herein include statements we make regarding the closing of the Offering and the expected use of proceeds therefrom. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. A list and description of risks, uncertainties and other factors can be found in the Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations sections of our final prospectus filed with the U.S. Securities and Exchange Commission (the SEC) on June 30, 2023 pursuant to Rule 424(b)(4) and in Part I, Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A. Risk Factors sections of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 and filed with the
SEC on November 9, 2023. Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by applicable law, we undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future developments or otherwise.
Contacts:
Kodiak Gas Services, Inc.
Graham Sones, VP of Investor Relations
ir@kodiakgas.com
(936) 755-3259
Dennard Lascar Investor Relations
Ken Dennard / Rick Black
KGS@dennardlascar.com
713-529-6600
2
Document and Entity Information |
Jan. 30, 2024 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001767042 |
Document Type | 8-K |
Document Period End Date | Jan. 30, 2024 |
Entity Registrant Name | Kodiak Gas Services, Inc. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-41732 |
Entity Tax Identification Number | 83-3013440 |
Entity Address, Address Line One | 15320 Highway 105 W |
Entity Address, Address Line Two | Suite 210 |
Entity Address, City or Town | Montgomery |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77356 |
City Area Code | (936) |
Local Phone Number | 539-3300 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value $0.01 per share |
Trading Symbol | KGS |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
1 Year Kodiak Gas Services Chart |
1 Month Kodiak Gas Services Chart |
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