--- schema_version: "secwatch.filing_event.v1" accession: "0001084991-26-000054" form_type: "8-K" ticker: "NGS" cik: "0001084991" company_name: "NATURAL GAS SERVICES GROUP INC" filed_at: "2026-06-15T12:51:19+00:00" generated_at: "2026-06-15T12:55:36.874307+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # NGS acquires Flatrock Compression for $120M (6.2x EBITDA), immediately accretive ## Summary - Acquired Flatrock for $120M ($110M cash + $10M stock); multiple of 6.2x LQA Adjusted EBITDA. - Flatrock fleet ~86,000 hp, 95% utilized; largely large horsepower and electric motor driven units. - Diversifies NGS customer base, adds multiple new large customers in Permian Basin and Eagle Ford. - Credit facility upsized from $400M to $500M (with $100M accordion) to support transaction. - Conference call on June 15, 2026 at 10:00 AM ET to discuss transaction. ## SEC filing metadata - accession: 0001084991-26-000054 - form_type: 8-K - ticker: NGS - cik: 0001084991 - company_name: NATURAL GAS SERVICES GROUP INC - filed_at: 2026-06-15T12:51:19+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1084991/000108499126000054/0001084991-26-000054-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1084991/000108499126000054/ngs-20260612.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001084991-26-000054 - JSON: https://secwatch.observer/filing/0001084991-26-000054.json - Plain text: https://secwatch.observer/filing/0001084991-26-000054.txt ## Key facts - Debt Financings NATURAL GAS SERVICES GROUP INC amended revolving credit of $400 million to $500 million with Texas Capital Bank. - Instrument: revolving credit - Principal: $400 million to $500 million - Counterparty: Texas Capital Bank - Event: amendment source text: Fifth Amendment to Amended and Restated Credit Agreement with Texas Capital Bank, as administrative agent, and the lenders party thereto (the “Fifth Amendment”). Among other changes, the Fifth Amendment provides for additional commitments (the “Additional Commitments”) under the Company’s existing revolving credit facility, increasing the commitments from $400 million to $500 million evidence_url: https://www.sec.gov/Archives/edgar/data/1084991/000108499126000054/0001084991-26-000054-index.htm - M&A Transactions NATURAL GAS SERVICES GROUP INC completed an acquisition involving Flatrock Compression Holdings LLC for 241,803 shares of common stock, $110 million in cash, and the right to receive certain royalty payments pursuant to the Royalty Agreement (closed 2026-06-12). - Action: acquisition - Counterparty: Flatrock Compression Holdings LLC - Consideration: 241,803 shares of common stock, $110 million in cash, and the right to receive certain royalty payments pursuant to the Royalty Agreement - Closing: 2026-06-12 source text: On June 12, 2026, Natural Gas Services Group, Inc., a Colorado corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Flatrock Compression Holdings LLC, a Delaware limited liability company (“Flatrock”), the holders of all of the membership interests of Flatrock (each, a “Seller” and, collectively, the “Sellers”), and Mule Deer Sky LLC, a Texas limited liability company, solely in its capacity as the Sellers Representative under the Purchase Agreement (the “Sellers Representative”). The transaction closed simultaneously with the execution of the Purchase Agreement on June 12, 2026. Pursuant to the Purchase Agreement, the Company acquired 100% of the issued and outstanding membership interests (the “Equity Interests”) of Flatrock from the Sellers in exchange for (i) 241,803 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Equity Consideration”), (ii) $110 million in cash, subject to customary evidence_url: https://www.sec.gov/Archives/edgar/data/1084991/000108499126000054/0001084991-26-000054-index.htm - Material Agreements NATURAL GAS SERVICES GROUP INC amended Fifth Amendment to Amended and Restated Credit Agreement with Texas Capital Bank, as administrative agent, and the lenders party thereto valued at increasing the commitments from $400 million to $500 million (effective 2026-06-12). - Action: amendment - Agreement: credit facility - Counterparty: Texas Capital Bank, as administrative agent, and the lenders party thereto - Value: increasing the commitments from $400 million to $500 million - Effective: 2026-06-12 source text: On June 12, 2026, the Company and the guarantors from time to time party thereto entered into the Fifth Amendment to Amended and Restated Credit Agreement with Texas Capital Bank, as administrative agent, and the lenders party thereto (the “Fifth Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1084991/000108499126000054/0001084991-26-000054-index.htm - Material Agreements NATURAL GAS SERVICES GROUP INC entered into Securities Purchase Agreement with Flatrock Compression Holdings LLC, holders of all membership interests of Flatrock, and Mule Deer Sky LLC as Sellers Representative valued at 241,803 shares of common stock, $110 million in cash, plus contingent royalty payments (effective 2026-06-12). - Action: entry - Agreement: asset purchase - Counterparty: Flatrock Compression Holdings LLC, holders of all membership interests of Flatrock, and Mule Deer Sky LLC as Sellers Representative - Value: 241,803 shares of common stock, $110 million in cash, plus contingent royalty payments - Effective: 2026-06-12 source text: On June 12, 2026, Natural Gas Services Group, Inc., a Colorado corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Flatrock Compression Holdings LLC, a Delaware limited liability company (“Flatrock”), the holders of all of the membership interests of Flatrock (each, a “Seller” and, collectively, the “Sellers”), and Mule Deer Sky LLC, a Texas limited liability company, solely in its capacity as the Sellers Representative under the Purchase Agreement (the “Sellers Representative”). evidence_url: https://www.sec.gov/Archives/edgar/data/1084991/000108499126000054/0001084991-26-000054-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.