8-K
filed July 5, 2023, 7:59 PM ET
ticker KGS
CIK 0001767042
other material
confidence high
sentiment neutral
materiality 0.90
Kodiak Gas Services completes IPO of 16M shares at $15.10 each, begins trading on NYSE
Kodiak Gas Services, Inc.
- Closed IPO of 16,000,000 shares of common stock at $15.10 per share net of underwriting discounts on July 3, 2023.
- Intends to use net proceeds as described in the prospectus; proceeds not specified in the filing.
- Board expanded to nine directors; seven new directors appointed effective June 30, 2023.
- Adoption of amended charter (authorized 750M common shares, 50M preferred) and bylaws effective June 28, 2023.
- Terminated prior Term Loan; all remaining obligations assumed by parent entity Kodiak Holdings via novation.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Terry Bonno was appointed as Director at Kodiak Gas Services, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Robert McKee, Randall Hogan, Terry Bonno, Margaret Montana, Jon-Al Duplantier, Chris Drumgoole, and Gretchen Holloway to fill the newly created vacancies on the Board, effective June 30, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gretchen Holloway was appointed as Director at Kodiak Gas Services, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Robert McKee, Randall Hogan, Terry Bonno, Margaret Montana, Jon-Al Duplantier, Chris Drumgoole, and Gretchen Holloway to fill the newly created vacancies on the Board, effective June 30, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jon-Al Duplantier was appointed as Director at Kodiak Gas Services, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Robert McKee, Randall Hogan, Terry Bonno, Margaret Montana, Jon-Al Duplantier, Chris Drumgoole, and Gretchen Holloway to fill the newly created vacancies on the Board, effective June 30, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randall Hogan was appointed as Chairman of the Board at Kodiak Gas Services, Inc..
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
Mr. Hogan will serve as Chairman of the Board and on the Personnel & Compensation Committee of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert McKee was appointed as Director at Kodiak Gas Services, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Robert McKee, Randall Hogan, Terry Bonno, Margaret Montana, Jon-Al Duplantier, Chris Drumgoole, and Gretchen Holloway to fill the newly created vacancies on the Board, effective June 30, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Margaret Montana was appointed as Director at Kodiak Gas Services, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Robert McKee, Randall Hogan, Terry Bonno, Margaret Montana, Jon-Al Duplantier, Chris Drumgoole, and Gretchen Holloway to fill the newly created vacancies on the Board, effective June 30, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Drumgoole was appointed as Director at Kodiak Gas Services, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Robert McKee, Randall Hogan, Terry Bonno, Margaret Montana, Jon-Al Duplantier, Chris Drumgoole, and Gretchen Holloway to fill the newly created vacancies on the Board, effective June 30, 2023.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kodiak Gas Services, Inc.: Adoption of Amended and Restated Certificate of Incorporation effective June 28, 2023, authorizing 750,000,000 shares of Common Stock and 50,000,000 shares of preferred stock (effective 2023-06-28).
- Change
- charter amendment
- Effective
- 2023-06-28
Exact text from the filing
On June 28, 2023, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), substantially in the form previously filed as Exhibit 3.5 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “Bylaws”), substantially in the form previously filed as Exhibit 3.6 to the Registration Statement, each became effective.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kodiak Gas Services, Inc.: Adoption of Amended and Restated Bylaws effective June 28, 2023 (effective 2023-06-28).
- Change
- bylaw amendment
- Effective
- 2023-06-28
Exact text from the filing
On June 28, 2023, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), substantially in the form previously filed as Exhibit 3.5 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “Bylaws”), substantially in the form previously filed as Exhibit 3.6 to the Registration Statement, each became effective.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Kodiak Gas Services, Inc. entered into Term Loan Novation Agreement with Kodiak Gas Services, LLC, Frontier Intermediate Holding, LLC, Kodiak Holdings, certain subsidiaries and affiliates, and Wells Fargo Bank, N.A. (effective 2023-07-03).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Kodiak Gas Services, LLC, Frontier Intermediate Holding, LLC, Kodiak Holdings, certain subsidiaries and affiliates, and Wells Fargo Bank, N.A.
- Effective
- 2023-07-03
Exact text from the filing
the Novation, Assignment and Assumption Agreement, dated as of July 3, 2023, by and among Kodiak Gas Services, LLC (the “Kodiak Borrower”), Frontier Intermediate Holding, LLC, Kodiak Holdings, as the new borrower (in such capacity, the “New Borrower”), the subsidiaries of the Kodiak Borrower party thereto, the affiliates of the New Borrower party thereto, the parties listed on Schedule 1 thereto, the parties listed on Schedule 2 thereto, and Wells Fargo Bank, N.A., as Administrative Agent (the “Term Loan Novation Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Kodiak Gas Services, Inc. terminated Amended and Restated Credit Agreement with Kodiak Gas Services, LLC, Frontier Intermediate Holding, LLC, Wells Fargo Bank, N.A., and the lenders party thereto (effective 2023-07-03).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Kodiak Gas Services, LLC, Frontier Intermediate Holding, LLC, Wells Fargo Bank, N.A., and the lenders party thereto
- Effective
- 2023-07-03
Exact text from the filing
all of the Company’s and its subsidiaries’ remaining obligations under that certain Amended and Restated Credit Agreement, dated as of May 19, 2022, among Kodiak Gas Services, LLC, Frontier Intermediate Holding, LLC, Wells Fargo Bank, N.A. as administrative agent, and the lenders party thereto (the “Term Loan”), were assumed by a parent entity of Kodiak Holdings, and the Company’s obligations under the Term Loan were terminated
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Kodiak Gas Services, Inc. entered into Underwriting Agreement with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Barclays Capital Inc. (effective 2023-06-28).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Barclays Capital Inc.
- Effective
- 2023-06-28
Exact text from the filing
the Underwriting Agreement, dated June 28, 2023, by and among the Company, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Barclays Capital Inc., on behalf of themselves and each of the other underwriters listed on Schedule I thereto (the “Underwriting Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Kodiak Gas Services, Inc. entered into Registration Rights Agreement with Frontier TopCo Partnership, L.P. ("Kodiak Holdings") and each of the other signatories from time to time party thereto (effective 2023-07-03).
- Action
- entry
- Counterparty
- Frontier TopCo Partnership, L.P. ("Kodiak Holdings") and each of the other signatories from time to time party thereto
- Effective
- 2023-07-03
Exact text from the filing
the Registration Rights Agreement, dated July 3, 2023, by and among the Company, Frontier TopCo Partnership, L.P. (“Kodiak Holdings”), and each of the other signatories from time to time party thereto (the “Registration Rights Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Kodiak Gas Services, Inc. entered into Stockholders’ Agreement with Kodiak Holdings (effective 2023-07-03).
- Action
- entry
- Counterparty
- Kodiak Holdings
- Effective
- 2023-07-03
Exact text from the filing
the Stockholders’ Agreement, dated July 3, 2023, by and among the Company and Kodiak Holdings (the “Stockholders’ Agreement”)
View on SEC.gov
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