THE
WOODLANDS, Texas, April 1,
2024 /PRNewswire/ -- Kodiak Gas Services, Inc. (NYSE:
KGS) ("Kodiak" or the "Company") today announced that it has
completed its acquisition of CSI Compressco LP ("CSI Compressco"),
creating the industry's largest contract compression fleet.
"We are excited to complete this transaction and welcome the
talented CSI Compressco team to Kodiak," stated Mickey McKee, Kodiak's founder and Chief
Executive Officer. "This transaction allows us to increase the
scale and scope of our service offerings to our customers, further
expanding our industry-leading footprint in key operating areas
such as the Permian Basin and Eagle Ford Shale.
"We are committed to ensuring a smooth transition aimed at
delivering on the many benefits of this combination for our
customers, employees and shareholders. We appreciate the strong
support from shareholders and are confident in our ability to
deliver upon the significant synergies provided by this
combination, driving incremental value for our combined shareholder
base."
CSI Compressco unitholders received 0.086 shares of Kodiak
common stock for each CSI Compressco common unit owned. Certain CSI
Compressco unitholders meeting specified requirements elected to
receive 0.086 limited liability company units representing economic
interests in Kodiak's operating subsidiary (along with an equal
number of shares of non-economic voting preferred stock of Kodiak)
for each CSI Compressco common unit they held. Each such unit will
be redeemable at the option of the holder for one share of Kodiak
common stock (along with cancellation of a corresponding share of
preferred stock), following a six-month post-closing lock-up and
subject to certain conditions.
CSI Compressco units will no longer be publicly traded on the
NASDAQ effective as of close of trading on April 1, 2024. Kodiak shares will continue to
trade on the New York Stock Exchange (NYSE).
About Kodiak Gas Services, Inc.
Kodiak Gas Services, Inc. is the largest contract compression
services provider in the continental United States with a revenue-generating fleet
of approximately 4.3 million horsepower. The Company focuses
on providing contract compression and related 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. More information is available
at www.kodiakgas.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains, and our officers and representatives
may from time to time make, "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 can be identified by words such as: "anticipate,"
"intend," "plan," "goal," "seek," "believe," "project," "estimate,"
"expect," "strategy," "future," "likely," "may," "should," "will"
and similar references to future periods. Examples of
forward-looking statements include, among others, statements we
make regarding: (i) expected synergies and efficiencies to be
achieved as a result of the Transaction; (ii) expectations of the
effect on our financial condition of claims, litigation,
environmental costs, contingent liabilities and governmental and
regulatory investigations and proceedings; (iii) production and
capacity forecasts for the natural gas and oil industry; and (iv)
strategy for customer retention, growth, fleet maintenance, market
position and financial results.
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. Our actual results and financial condition
may differ materially from those indicated in the forward-looking
statements. Therefore, you should not place undue reliance on any
of these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements
include, among others, the following: (i) a reduction in the demand
for natural gas and oil; (ii) the loss of, or the deterioration of
the financial condition of, any of our key customers; (iii)
nonpayment and nonperformance by our customers, suppliers or
vendors; (iv) competitive pressures that may cause us to lose
market share; (v) the structure of our Compression Operations
contracts and the failure of our customers to continue to contract
for services after expiration of the primary term; (vi) our ability
to successfully integrate any acquired businesses, including CSI
Compressco, and realize the expected benefits thereof; (vii) our
ability to fund purchases of additional compression equipment;
(viii) a deterioration in general economic, business, geopolitical
or industry conditions, including as a result of the conflict
between Russia and Ukraine and the Israel-Hamas war, inflation,
and slow economic growth in the United
States; (ix) a downturn in the economic environment, as well
as inflationary pressures; (x) tax legislation and administrative
initiatives or challenges to our tax positions; (xi) the loss of
key management, operational personnel or qualified technical
personnel; (xii) our dependence on a limited number of suppliers;
(xiii) the cost of compliance with existing and new governmental
regulations, including climate change legislation; (xiv) the cost
of compliance with regulatory initiatives and stakeholder
pressures, including ESG scrutiny; (xv) the inherent risks
associated with our operations, such as equipment defects and
malfunctions; (xvi) our reliance on third-party components for use
in our IT systems; (xvii) legal and reputational risks and expenses
relating to the privacy, use and security of employee and client
information; (xviii) threats of cyber-attacks or terrorism; (xix)
agreements that govern our debt contain features that may limit our
ability to operate our business and fund future growth and also
increase our exposure to risk during adverse economic conditions;
(xx) volatility in interest rates; (xxi) our ability to access the
capital and credit markets or borrow on affordable terms to obtain
additional capital that we may require; (xxii) the effectiveness of
our disclosure controls and procedures; and (xxiii) such other
factors as discussed throughout the "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of our Annual Report on Form 10-K
for the year ended December 31, 2023,
as filed with the U.S. Securities and Exchange Commission.
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 – Investor
Relations
ir@kodiakgas.com
Dennard Lascar Investor
Relations
Ken Dennard / Rick Black
KGS@DennardLascar.com
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SOURCE Kodiak Gas Services, Inc.