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February 24, 2023
Robert McKee
Chief Executive Officer
Kodiak Gas Services, Inc.
15320 Highway 105 W, Suite 210
Montgomery, TX 77356
Re:Kodiak Gas Services, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted February 10, 2023
CIK No. 0001767042
Dear Robert McKee:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless otherwise noted, references to prior comments are to our February 1, 2023
comment letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted February 10, 2023
Dividend Policy, page 53
1.We understand from your response to prior comment one that you would prefer to refrain
from providing support for disclosures indicating that investors would receive quarterly
dividends, based on your expectations, which include specifying an annualized dividend
amount and yield using the midpoint of the offering range.  However, we believe that you
should have a reasonable basis for the expectations expressed regarding the prospect of
future dividends and that this should be apparent from your disclosures.  Given that you
also express uncertainty about being able to sustain the initial dividend amount or

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 Comapany NameKodiak Gas Services, Inc.
 February 24, 2023 Page 2
 FirstName LastNameRobert McKee
Kodiak Gas Services, Inc.
February 24, 2023
Page 2
providing any dividends on an on-going basis, you will need to clarify the timeframe over
which your current expectations pertain and reconcile that horizon with your reporting of
“cash available for dividends” based on the historical operations for 2020 and 2021, as
presented or discussed on pages 18, 21, 22, and 69.

The claims expressed in your disclosure on page 3,  including “a proven track record of
steady growth, cash flow generation, strong financial results driven by increasing overall
compression demand (particularly for large horsepower compression units), long-standing
customer relationships, the fixed-revenue nature of our contracts, and best-in-class
reliability of our assets,” should also be tempered, along with any similar disclosures
elsewhere in the filing, as necessary to reflect the prevailing uncertainty about your ability
to pay dividends, including the source of that uncertainty and your expectations about
being able to counter or resolve such matters if you intend to pay dividends.

We continue to believe that you will need to provide within your filing a numerical
demonstration of your ability to make dividend payments in accordance with your stated
expectations, including illustrations of your distributable cash flow computations, showing
how net cash provided by operating activities would be, or would have been, adjusted
(i.e., identifying each category, including capital expenditures and discretionary reserves),
to derive the aggregate and per share dividend amounts on a pro forma basis. These details
should be presented on a quarterly, annualized and per share basis for the most recently
completed fiscal year, subsequent interim periods, trailing twelve month period, and the
immediately succeeding twelve month period. Your disclosure should include a discussion
of the key assumptions, adjustments and other material considerations, and identify any
circumstances that are reasonably likely to limit or preclude the payment of dividends.

However, if you are unable to show a reasonable basis for the expectations regarding
dividends that you have disclosed, including your presentation of cash available for
dividends utilizing activity of the historical periods, such disclosures should be removed
from the filing and replaced with prominent disclosure clarifying that you cannot provide
any assurance of being able to pay dividends for any future period.
2.If you are able to support your disclosures as outlined in the preceding comment and wish
to retain disclosures of cash available for dividends based on the historical operations for
2020 and 2021, which are presently characterized as non-GAAP measures, you will need
to ensure that such measures correlate with the details provided under this heading for the
corresponding periods.

However, if the measures are not consistent, you will need to choose an alternate label for
the non-GAAP measures.  Your non-GAAP presentations of cash available for dividends,
if supported and retained, will need to be revised to include a reconciliation to the most
directly comparable GAAP-based measure, rather than the non-GAAP measure of
Adjusted EBITDA as is currently shown, and you will need to explain how the amounts

 FirstName LastNameRobert McKee
 Comapany NameKodiak Gas Services, Inc.
 February 24, 2023 Page 3
 FirstName LastName
Robert McKee
Kodiak Gas Services, Inc.
February 24, 2023
Page 3
are representationally faithful, given that you are also depicting a significant allocation for
capital growth expenditures in arriving at your non-GAAP free cash flow metrics.

You will need to provide clear and prominent disclosure (i) clarifying the extent to which
any amounts characterized as cash available for dividends would depend on securing
additional sources of cash to fund other expenditures, including capital growth
expenditures, and (ii) describing your plans in this regard, to include the reasonably likely
financing activities that you would pursue.  Also provide disclosure clarifying how the
amounts designated for maintenance and capital growth expenditures have been
determined, including the distinguishing characteristics of these categories and how you
established correlation with your historical operations and future plans.
3.We note your disclosure that the ABL Credit Agreement may impose certain restrictions
on your ability to pay dividends to holders of your common stock, and your ability to pay
dividends depends on your receipt of cash dividends from your operating subsidiaries,
which may also be restricted by the ABL Credit Agreement.  Please revise your disclosure
to describe the restrictions on your ability to pay dividends under the ABL Credit
Agreement.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters.  Please contact Cheryl Brown, Staff Attorney, at
(202) 551-3905 or Irene Barberena-Meissner, Staff Attorney, at (202) 551-6548 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matt Pacey