Kodiak Gas Services Inc.
09/23/2025 | Press release | Distributed by Public on 09/23/2025 09:11
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement
Additional Notes Supplemental Indenture
On September 22, 2025, Kodiak Gas Services, LLC, a Delaware limited liability company (the "Issuer"), completed its previously announced private offering of an additional $170,000,000 in aggregate principal amount of 6.500% senior unsecured notes due 2033 (the "Additional 2033 Notes") and $30,000,000 in aggregate principal amount of 6.750% senior unsecured notes due 2035 (the "Additional 2035 Notes" and, together with the Additional 2033 Notes, the "Additional Notes"), pursuant to an indenture, dated September 5, 2025 (the "Indenture"), by and among the Issuer, Kodiak Gas Services, Inc., a Delaware corporation (the "Company"), certain other subsidiary guarantors party thereto (collectively with the Company, the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as amended by a supplemental indenture, dated September 22, 2025 (the "Supplemental Indenture"), by and among the Issuer, the Guarantors and the Trustee.
The Supplemental Indenture authorized the issuance of the Additional Notes under the Indenture, and the Additional Notes were offered as additional notes under the Indenture pursuant to which the Issuer previously issued $600,000,000 in aggregate principal amount of 6.500% senior unsecured notes due 2033 (the "Existing 2033 Notes", and together with the Additional 2033 Notes, the "2033 Notes") and $600,000,000 in aggregate principal amount of 6.750% senior unsecured notes due 2035 (the "Existing 2035 Notes" and collectively with the Existing 2033 Notes, the "Existing Notes;" and the Existing 2035 Notes together with the Additional 2035 Notes, the "2035 Notes"). The Additional 2033 Notes and Additional 2035 Notes have substantially identical terms, other than the issue date and issue price, as the respective Existing 2033 Notes and Existing 2035 Notes, and the respective series of Additional Notes and the Existing Notes are treated as a single series of securities under the Indenture and vote together as a single class. Except with respect to Additional Notes offered pursuant to Regulation S under the Securities Act of 1933, as amended (which notes will bear a temporary CUSIP number), the Additional Notes have the same CUSIP and ISIN numbers as, and will trade interchangeably with, the respective series of Existing Notes immediately upon issuance. We refer to the 2033 Notes and the 2035 Notes below as the "Notes."
Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2026. The 2033 Notes will mature on October 1, 2033, and the 2035 Notes will mature on October 1, 2035. The Indenture contains other customary terms, including optional redemption, events of default and covenants.
The Notes and guarantees will be the senior unsecured obligations of the Issuer and Guarantors, respectively, and will rank equally in right of payment with all of the Issuer's and the Guarantors' existing and future senior indebtedness and senior to all of the Issuer's and the Guarantors' future subordinated indebtedness. Initially, the Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Kodiak Gas Services, Inc., as Parent, and each of its existing subsidiaries (other than the Issuer) that is a borrower or guarantor under the Company's ABL credit facility. The Notes and the guarantees will be structurally subordinated to all existing and future indebtedness and other liabilities of any non-guarantor subsidiaries of the Issuer.
The summary of the Indenture and the Supplemental Indenture set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreements, copies of which are being filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 relating to the Additional Notes, the Indenture and the Supplemental Indenture is included in Item 1.01 of this Current Report on Form 8-K above and is incorporated into this Item 2.03 by reference.
Kodiak Gas Services Inc. published this content on September 23, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 23, 2025 at 15:11 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]