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
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| Item 8.01. | Other Events. |
On November 14, 2024, Kodiak Gas Services, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Frontier TopCo Partnership, L.P. (the “Selling Stockholder”) and Barclays Capital Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the other underwriters listed on Schedule I thereto (the “Underwriters”), relating to the offer and sale (the “Offering”) by the Selling Stockholder of 5,708,885 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), by the Selling Stockholder at a price to the public of $34.50 per share. Pursuant to the Underwriting Agreement, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional 856,332 shares of Common Stock to cover any overallotments (the “Option”). The Underwriters exercised the Option in full on November 15, 2024. The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling Stockholder.
Pursuant to an agreement between the Company and the Selling Stockholder, the Company purchased an aggregate of 434,783 shares of Common Stock from the Selling Stockholder in a private transaction at a price per share equal to the public offering price (the “Share Repurchase”). The Offering, the Option and the Share Repurchase closed on November 18, 2024. The Share Repurchase was made pursuant to the Company’s previously announced $50.0 million share repurchase program, which expires on December 31, 2025. After the completion of the Share Repurchase described above, there is $35.0 million remaining under the Company’s share repurchase program.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholder have agreed to indemnify the Underwriters against certain liabilities and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of November 14, 2024, among the Company, Frontier TopCo Partnership, L.P. and Barclays Capital Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the several underwriters named therein. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Kodiak Gas Services, Inc. | ||||||
| Date: November 18, 2024 | By: | /s/ Kelly M. Battle | ||||
| Name: | Kelly M. Battle | |||||
| Title: | Executive Vice President, Chief Legal Officer, Chief Compliance Officers and Corporate Secretary | |||||