MONTGOMERY, Texas, Jan. 30,
2024 /PRNewswire/ -- 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 Issuer's 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 Company's
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 CSI's
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 high–volume gas gathering
systems, processing facilities, multi–well 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 "Management's 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. "Management's 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
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SOURCE Kodiak Gas Services, Inc.