SEC Comment Letter 0000000000-24-001456 to Kodiak Gas Services, Inc. (KGS) (CIK 0001767042) (KGS)
Kodiak Gas Services, Inc. (KGS) (CIK 0001767042)
Date: Feb. 6, 2024 · CIK: 0001767042 · Accession: 0000000000-24-001456
AI Filing Summary & Sentiment
File numbers found in text: 333-276508
Letter
United States securities and exchange commission logo February 6, 2024 Robert M. McKee President and Chief Executive Officer Kodiak Gas Services, Inc. 15320 Highway 105 W , Suite 210 Montgomery, TX 77356 Re:Kodiak Gas Services, Inc. Registration Statement on Form S-4 Filed January 12, 2024 File No. 333-276508 Dear Robert M. McKee: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form S-4 filed January 12, 2024 Information About Kodiak Executive Compensation of Kodiak, page 133 1.Please update executive compensation and director compensation for Kodiak to reflect data for the year ended December 31, 2023. Refer to Item 18(a)(7) of Form S-4 and Question 117.05 of the Compliance and Disclosure Interpretations for Regulation S-K. Material U.S Federal Income Tax Consequences Material U.S. Federal Income Tax Consequences of the Subsequent LP Merger for Electing Unitholders, page 232 2.We note that except with respect to any cash received in lieu of fractional shares, the exchange by U.S. holders of Partnership Common Units, in the case of Electing Unitholders, for OpCo Units and shares of Series A Preferred Stock is generally not expected to result in the recognition of gain or loss to such U.S. holders for U.S. federal
FirstName LastNameRobert M. McKee Comapany NameKodiak Gas Services, Inc. February 6, 2024 Page 2 FirstName LastName Robert M. McKee Kodiak Gas Services, Inc. February 6, 2024 Page 2 income tax purposes. Please attribute this representation of tax consequences to counsel and file a tax opinion pursuant to Item 601(b)(8) of Regulation S-K or provide us with analysis explaining why it is not necessary to do so. For guidance, refer to Item 601(b)(8) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 or Karina Dorin, Attorney-Advisor, at 202-551-3763 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Keith M. Townsend
Show Raw Text
United States securities and exchange commission logo
February 6, 2024
Robert M. McKee
President and Chief Executive Officer
Kodiak Gas Services, Inc.
15320 Highway 105 W , Suite 210
Montgomery, TX 77356
Re:Kodiak Gas Services, Inc.
Registration Statement on Form S-4
Filed January 12, 2024
File No. 333-276508
Dear Robert M. McKee:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-4 filed January 12, 2024
Information About Kodiak
Executive Compensation of Kodiak, page 133
1.Please update executive compensation and director compensation for Kodiak to reflect
data for the year ended December 31, 2023. Refer to Item 18(a)(7) of Form S-4 and
Question 117.05 of the Compliance and Disclosure Interpretations for Regulation S-K.
Material U.S Federal Income Tax Consequences
Material U.S. Federal Income Tax Consequences of the Subsequent LP Merger for Electing
Unitholders, page 232
2.We note that except with respect to any cash received in lieu of fractional shares, the
exchange by U.S. holders of Partnership Common Units, in the case of Electing
Unitholders, for OpCo Units and shares of Series A Preferred Stock is generally not
expected to result in the recognition of gain or loss to such U.S. holders for U.S. federal
FirstName LastNameRobert M. McKee
Comapany NameKodiak Gas Services, Inc.
February 6, 2024 Page 2
FirstName LastName
Robert M. McKee
Kodiak Gas Services, Inc.
February 6, 2024
Page 2
income tax purposes. Please attribute this representation of tax consequences to counsel
and file a tax opinion pursuant to Item 601(b)(8) of Regulation S-K or provide us with
analysis explaining why it is not necessary to do so. For guidance, refer to Item 601(b)(8)
of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 or Karina Dorin,
Attorney-Advisor, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Keith M. Townsend