Kodiak Gas to acquire CSI Compressco LP; unitholders get 0.086 KGS shares each

Kodiak Gas Services, Inc.

Partnership common units convert into 0.086 shares of Kodiak common stock; tax-deferred OpCo Units also available.
Supporting unitholders owning ~54% of Partnership units have agreed to support the merger.
Deal subject to unitholder approval, HSR clearance, NYSE listing of KGS shares, and debt financing by Kodiak.
Termination fees: $15M if Partnership terminates for superior proposal; $20M if Kodiak fails to close.
Mergers expected to close by September 1, 2024, with possible extension.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Kodiak Gas Services, Inc. entered into Agreement and Plan of Merger with CSI Compressco LP, CSI Compressco GP LLC (effective 2023-12-19).

Action: entry
Agreement: merger
Counterparty: CSI Compressco LP, CSI Compressco GP LLC
Effective: 2023-12-19

Exact text from the filing

On December 19, 2023, Kodiak Gas Services, Inc., a Delaware corporation (“Kodiak”), Kodiak Gas Services, LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Kodiak (“Kodiak Services”), Kick Stock Merger Sub, LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Kodiak (“Stock Merger Sub”), Kick GP Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Kodiak Services (“GP Merger Sub”), Kick LP Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Kodiak Services (“Unit Merger Sub”), CSI Compressco LP, a Delaware limited partnership (the “Partnership”), and CSI Compressco GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

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Kodiak Gas Services, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-298769

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