SEC Comment Letter 0000000000-23-004964 to Kodiak Gas Services, Inc. (KGS) (CIK 0001767042) (KGS)
Kodiak Gas Services, Inc. (KGS) (CIK 0001767042)
Date: May 10, 2023 · CIK: 0001767042 · Accession: 0000000000-23-004964
AI Filing Summary & Sentiment
File numbers found in text: 333-271050
Letter
United States securities and exchange commission logo May 10, 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 Registration Statement on Form S-1 Filed May 5, 2023 File No. 333-271050 Dear Robert McKee: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 2 to Registration Statement on Form S-1 filed May 5, 2023 Capitalization , page 60 1.We note that the as adjusted information set forth in your capitalization table reflects a new adjustment regarding your intent to pay a cash distribution to a parent entity of Kodiak Holdings prior to the consummation of the initial public offering. Please address the following:
•tell us and disclose within Liquidity and Capital Resources on page 78 the nature and estimated amount of the distribution that you expect to pay to the parent entity of Kodiak Holdings prior to the consummation of the initial public offering; and •clarify why you have not included a related pro forma adjustment to your Unaudited Pro Forma Consolidated Balance Sheet on page 63.
FirstName LastNameRobert McKee Comapany NameKodiak Gas Services, Inc. May 10, 2023 Page 2 FirstName LastName Robert McKee Kodiak Gas Services, Inc. May 10, 2023 Page 2 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, Esq.
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United States securities and exchange commission logo
May 10, 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 Registration Statement on Form S-1
Filed May 5, 2023
File No. 333-271050
Dear Robert McKee:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed May 5, 2023
Capitalization , page 60
1.We note that the as adjusted information set forth in your capitalization table reflects a
new adjustment regarding your intent to pay a cash distribution to a parent entity of
Kodiak Holdings prior to the consummation of the initial public offering. Please address
the following:
•tell us and disclose within Liquidity and Capital Resources on page 78 the nature
and estimated amount of the distribution that you expect to pay to the parent entity of
Kodiak Holdings prior to the consummation of the initial public offering; and
•clarify why you have not included a related pro forma adjustment to your Unaudited
Pro Forma Consolidated Balance Sheet on page 63.
FirstName LastNameRobert McKee
Comapany NameKodiak Gas Services, Inc.
May 10, 2023 Page 2
FirstName LastName
Robert McKee
Kodiak Gas Services, Inc.
May 10, 2023
Page 2
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, Esq.