MONTGOMERY, Texas and THE WOODLANDS, Texas, Feb. 21,
2024 /PRNewswire/ -- Kodiak Gas Services, Inc.
("Kodiak" or the "Company") (NYSE: KGS) and CSI Compressco LP (the
"Partnership") (NASDAQ: CCLP) today announced that, following the
Securities and Exchange Commission declaring effective the
Registration Statement on Form S-4/A (Registration No. 333-276508)
on February 20, 2024, certain of the
Partnership's unitholders have delivered written consents approving
the Agreement and Plan of Merger, dated December 19, 2023 by and between Kodiak, the
Partnership, CSI Compressco GP LLC (the "General Partner") and
certain of their respective affiliates (the "Merger Agreement").
These unitholders, Spartan Energy Partners LP, Orvieto Fund LP,
Merced Capital LP, and the named executive officers of the General
Partner (the "Supporting Unitholders"), own approximately 54% of
the Partnership's outstanding common units. While the consents of
the Supporting Unitholders are sufficient to approve the
transaction, the Partnership is requesting all of its unitholders
approve the Merger Agreement and the other proposals outlined in
the Registration Statement by executing and returning the written
consent furnished with the filing. Kodiak and the Partnership
expect the transaction to close in the second quarter of 2024,
subject to the satisfaction of customary closing conditions,
including Hart-Scott-Rodino clearance.
About Kodiak Gas Services, Inc.
Kodiak is one of the largest contract compression services
providers in the continental United
States with a revenue-generating fleet of over 3.2 million
horsepower. Kodiak focuses on providing contract compression
services to oil and gas producers and midstream customers in
high-volume gas gathering systems, processing facilities,
multi-well gas lift applications and natural gas transmission
systems. More information is available at www.kodiakgas.com.
About CSI Compressco LP
The Partnership is a provider of compression services and
equipment for natural gas and oil production, gathering, artificial
lift, transmission, processing, and storage. In addition, the
Partnership provides a variety of natural gas treating services.
The Partnership's contract services business includes a fleet of
approximately 4,800 compressor packages providing approximately 1.2
million in aggregate horsepower, utilizing a full spectrum of low-,
medium- and high-horsepower engines. Additionally, the
Partnership's gas treating equipment fleet includes natural gas
cooling units used to reduce the temperature of natural gas so that
it can be further treated, processed, or compressed. The
Partnership also provides well monitoring and automated sand
separation services in conjunction with compression and related
services in Mexico. The
Partnership's aftermarket business provides compressor package
reconfiguration and maintenance services. The Partnership's
customers comprise a broad base of natural gas and oil exploration
and production, midstream, transmission, and storage companies
operating throughout many of the onshore producing regions of
the United States, as well as in a
number of foreign countries, including Mexico, Canada, Argentina, and Chile. The General Partner is owned by Spartan
Energy Partners LP.
Important Information about the Transaction and Where to Find
It
In connection with the Merger Agreement and the mergers
contemplated by the Merger Agreement (the "Mergers"), Kodiak filed
with the SEC the Registration Statement, that included a
consent statement of the Partnership and a prospectus of Kodiak,
which has been declared effective. The Mergers will be submitted to
the Partnership's unitholders for their consideration. The
Partnership and Kodiak may also file other documents with the SEC
regarding the Mergers. A definitive consent statement/prospectus
will be mailed to unitholders of the Partnership. This
communication is not a substitute for the Registration Statement or
the definitive consent statement/prospectus that was filed with the
SEC or any other documents that Kodiak or the Partnership (as
applicable) may file with the SEC or send to unitholders of the
Partnership in connection with the Mergers. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE MERGERS,
INVESTORS AND UNITHOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE
REGISTRATION STATEMENT, CONSENT STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGERS AND
RELATED MATTERS.
The Registration Statement and consent statement/prospectus, any
amendments or supplements thereto and other relevant materials, and
any other documents filed by the Partnership or Kodiak with the
SEC, may be obtained once such documents are filed with the SEC
free of charge at the SEC's website
at www.sec.gov or free of charge from the
Partnership at the Partnership's website
at www.csicompressco.com or by directing a request
to the Partnership's Investor Relations Department
at jon.byers@csicompressco.com or Kodiak
at www.kodiakgas.com or by directing a request to
Kodiak's Investor Relations Department
at IR@kodiakgas.com.
Participants in the Solicitation
The Partnership, Kodiak and certain of their respective
executive officers, directors, other members of management and
employees (including those of the General Partner) may, under the
rules of the SEC, be deemed to be "participants" in the
solicitation of proxies in connection with the Mergers. Information
regarding the directors and executive officers of the Partnership's
general partner is available in the section titled "Part III.
Item 10. Directors, Executive Officers, and Corporate Governance"
on page 49 of the Partnership's Annual Report
on Form 10-K for the year ended
December 31, 2022, filed with the SEC on March 13, 2023
(and available at
https://www.sec.gov/Archives/edgar/data/1449488/000144948823000007/cclp-20221231.htm#i40c921f80f634f31b68afa431e9e8b34_97).
Information regarding Kodiak's directors and executive officers is
available in the section titled "Information About
Kodiak—Management of Kodiak" beginning on page 99 of the
Registration Statement (and available at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1767042/000119312524031219/d475371ds4a.htm).
These documents may be obtained free of charge from the sources
indicated above. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, are
contained in the Registration Statement and the definitive consent
statement/prospectus and other relevant materials relating to the
Mergers that have been filed with the SEC. Security holders,
potential investors and other readers should read the definitive
consent statement/prospectus carefully when it becomes available
before making any voting or investment decisions.
No Offer or Solicitation
This communication relates to the Mergers between Kodiak and the
Partnership and is for informational purposes only and is not
intended to, and shall not, constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, pursuant to the Mergers or otherwise, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act.
Cautionary Statement for Purposes of Forward-Looking
Statements
This communication contains "forward-looking statements" and
information based on the current beliefs of Kodiak and the
Partnership. Forward-looking statements in this communication are
identifiable by the use of the following words, the negative of
such words, and other similar words: "anticipates", "assumes",
"believes", "could", "estimates," "expects," "forecasts," "goal,"
"intends," "may," "might," "plans," "predicts," "projects,"
"seeks," "should," "targets," "will" and "would." Important factors
that could cause actual results to differ from those indicated in
the forward-looking statements in this communication include, but
are not limited to: (i) the completion of the Mergers on
anticipated terms and timing, or at all, including obtaining
regulatory approvals that may be required on anticipated terms;
(ii) the anticipated tax treatment, unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition, losses,
future prospects, business and management strategies for the
management, expansion and growth of the combined company's
operations and other conditions to the completion of the Mergers,
including the possibility that any of the anticipated benefits of
the Mergers will not be realized or will not be realized within the
expected time period; (iii) the ability of Kodiak and the
Partnership to integrate the businesses successfully and to achieve
anticipated synergies and value creation; (iv) the risk that
disruptions from the Mergers will harm Kodiak's or the
Partnership's business, including current plans and operations and
that management's time and attention will be diverted on
transaction-related issues; (v) potential adverse reactions or
changes to business relationships, including with employees,
suppliers, customers, competitors or credit rating agencies,
resulting from the announcement or completion of the Mergers; (vi)
potential business uncertainty, including the outcome of commercial
negotiations and changes to existing business relationships during
the pendency of the Mergers that could affect Kodiak's and/or the
Partnership's financial performance and operating results; (vii)
certain restrictions during the pendency of the Mergers that may
impact Kodiak's or the Partnership's ability to pursue certain
business opportunities or strategic transactions or otherwise
operate its business; (viii) legislative, regulatory and economic
developments, changes in local, national, or international laws,
regulations, and policies affecting Kodiak and the Partnership;
(ix) dilution caused by Kodiak's issuance of additional shares of
Kodiak common stock in connection with the Mergers; (x) the
possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; (xi) Kodiak's and the Partnership's ability to employ a
sufficient number of skilled and qualified workers to combat the
operating hazards inherent in Kodiak's and the Partnership's
industry; (xii) changes in the oil and gas industry, including
sustained decreases in the supply, demand or price of oil, natural
gas, and natural gas liquids; (xiii) the competitive nature of
natural gas compression services and treating services industry in
which Kodiak and the Partnership conduct their business; (xiv) the
impact of adverse weather conditions in oil or gas producing
regions; (xv) the level of, and obligations associated with,
Kodiak's and the Partnership's indebtedness; (xvi) acts of
terrorism or outbreak of war, hostilities, civil unrest, attacks
against Kodiak or the Partnership, and other political or security
disturbances; (xvii) the impacts of pandemics or other public
health crises, including the effects of government responses on
people and economies; and (xviii) other risk factors and additional
information.
Kodiak and the Partnership believe that these forward-looking
statements are reasonable as and when made. However, caution should
be taken not to place undue reliance on any such forward-looking
statements because such statements speak only as of the date when
made. Kodiak and the Partnership undertake no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except
as required by law. In addition, forward-looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from historical experience and present
expectations or projections. These risks and uncertainties include,
but are not limited to, (i) those discussed throughout the Part I,
Item 2, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Part II, Item 1A. "Risk
Factors" sections of the Partnership's Annual Report on Form 10-K
for the year ended December 31, 2022,
and subsequent Quarterly Reports on Form 10-Q and other filings
with the SEC, which are available on the Investor Relations page of
the Partnership's website at https://ir.csicompressco.com/ and on
the website of the SEC at www.sec.gov and (ii) those discussed
throughout the "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations of
Kodiak" sections of the Registration Statement, which are available
on the Investor Relations page of Kodiak's website at
https://ir.kodiakgas.com/ and on the website of the SEC at
www.sec.gov.
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SOURCE CSI Compressco LP