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March 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. 3 to Draft Registration Statement on Form S-1
Submitted March 6, 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 24, 2023
comment letter.
Amendment No. 3 to Draft Registration Statement on Form S-1 submitted March 6, 2023
Dividend Policy, page 54
1.We understand from your response to prior comment one and our phone conference on
March 1, 2023, that you believe you have a reasonable basis for indicating that investors
will receive dividends on an ongoing basis beginning with the first quarter subsequent to
the effective date of your registration statement, which is based on your measure of
discretionary cash flow as reported on page 75, coupled with savings on interest expense
associated with the debt repayment discussed on page 53.  As it relates to your expected
future dividend payments, please address the following:
•Disclosure on page 75 shows discretionary cash flow of $188.5 million and free cash

 FirstName LastNameRobert McKee
 Comapany NameKodiak Gas Services, Inc.
 March 24, 2023 Page 2
 FirstName LastNameRobert McKee
Kodiak Gas Services, Inc.
March 24, 2023
Page 2
flow of negative $8.6 million for the year ended December 31, 2022.  Given the level
of actual cash expenditures reported for property and equipment on page F-6, we do
not see rationale or historical support in formulating a view on your ability to pay
dividends based on discretionary cash flow alone, excluding the historical capital
expenditures. We note the net amount in your presentation is identified as the free
cash flow metric, and that this amount, combined with your expected interest savings
would not result in sufficient funds to pay your expected level of dividends.
Therefore, it appears that you would need to identify incremental sources of funds to
support your dividend plans, if you otherwise intend to suggest that historical
operations would be sufficient.  Alternatively, if you are aware of or are planning
fundamental changes in the business that alleviate the need for capital expenditures at
the levels reported in the historical financial statements, we expect that you will need
to show how these changes are expected to impact your operations in the succeeding
future periods.
•Please describe any changes in operating activities and capital formation that you
believe would yield incremental cash flows to support your dividend plans.  Given
the cash flow deficiency reflected in your free cash flow metric, we expect that you
will need to clearly describe your intentions and show with quantification how capital
expenditures will be funded, along with any other changes in cash flows that would
be made to meet your expected dividend amount.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Capital Expenditures, page 69
2.We note the revisions made in response to prior comment two to the non-GAAP measure
on page 75, now identified as discretionary cash flow, and the disclosures you have on
page 69, regarding maintenance and growth capital expenditures.  As it relates to these
disclosures, please address the following:
•Disclosure on page 69 explains that maintenance capital expenditures increased in
2022 versus 2021 as a result of scheduled unit overhauls based on the age and
operating hours of such units.  You also disclose that the amount of maintenance
capital expenditures are predictable.  Tell us how the amounts of maintenance capital
expenditures incurred in 2021 and 2022 compare to your expected level of such
expenditures over future operating periods on an average basis.
•Disclosure on page 75 indicates that the combined amount of maintenance and
growth capital expenditures was $245.5 million for the year ended December 31,
2022.  Please reconcile this amount to the line item ‘Purchase of capital assets’
reported on the statement of cash flows of $259.3 million for the same period.  Please
describe each element of the difference and explain why these amounts should not be
reflected in your disclosure on page 75.
•Tell us the extent to which the amounts identified as maintenance capital
expenditures for each period were capitalized as property plant and equipment on the

 FirstName LastNameRobert McKee
 Comapany NameKodiak Gas Services, Inc.
 March 24, 2023 Page 3
 FirstName LastNameRobert McKee
Kodiak Gas Services, Inc.
March 24, 2023
Page 3
balance sheet.
•Within the explanation of maintenance capital expenditures on page 69, there appears
to be two categories of expenditures, including  i) capital expenditures made to
maintain the operating capacity of your assets and extend their useful lives, and  ii)
other capital expenditures that are incurred in maintaining your existing business and
related operating income.  Please clarify the distinction made between these two
categories with details sufficient to understand the relevance of the distinction and
rationale for capitalization if not readily apparent.
•For the years ended December 31, 2022 and 2021, maintenance capital expenditures
totaled $48.3 million and $38.1 million, respectively.  Over those same periods,
depreciation and amortization expense was $174.5 million and $160.1 million,
respectively.  Given that depreciation and amortization should reflect an allocation of
the costs of physical assets over their useful lives, tell us why your maintenance
capital expenditures on an average basis would not need to approximate the amount
of depreciation and amortization.
Exhibits
3.We note your disclosure on page F-25 that Class B Units were authorized under the
Kodiak Holdings (f/k/a Frontier Topco Partnership, L.P.) 2019 Class B Unit Incentive
Plan for grants to certain employees and non-employee board members, and as of
December 31, 2022 and 2021, there were 61,068.0 authorized Class B Units.  Please file
the 2019 Class B Unit Incentive Plan as an exhibit to your registration statement. Refer to
Item 601(b)(10)(iii)(A).
4.We note that you intend to file the form of employment agreement with your named
executive officers as Exhibit 10.9.  Please file complete executed copies of these
employment agreements as exhibits to your registration statement.  In this regard, we note
your disclosure on page 104 that Kodiak Holdings has entered into employment
agreements with each of the Named Executive Officers that memorialize each Named
Executive Officer’s employment with the Company and provide for base salaries, bonus
opportunities, equity incentive opportunities, paid vacation, reimbursement of reasonable
business expenses and eligibility to participate in Company benefit plans generally.
            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

 FirstName LastNameRobert McKee
 Comapany NameKodiak Gas Services, Inc.
 March 24, 2023 Page 4
 FirstName LastName
Robert McKee
Kodiak Gas Services, Inc.
March 24, 2023
Page 4
Office of Energy & Transportation
cc:       Matt Pacey, Esq.