Correspondence 0001193125-23-175969 from Kodiak Gas Services, Inc. (KGS) (CIK 0001767042) (KGS)
Kodiak Gas Services, Inc. (KGS) (CIK 0001767042)
Date: June 27, 2023 · CIK: 0001767042 · Accession: 0001193125-23-175969
AI Filing Summary & Sentiment
File numbers found in text: 333-271050
Letter
609 Main Street
Houston, TX 77002
United States
+1 713 836 3600
www.kirkland.com
June 27,
VIA EDGAR
Attention: Cheryl Brown
Irene Barberena-Meissner
Mark Wojciechowski
John Cannarella
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Re: Kodiak Gas Services, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed June 20, 2023
File No. 333-271050
Ladies and Gentlemen:
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”) Amendment No. 5 to its Registration Statement on Form S-1 (the “Registration Statement”) concurrently with the submission of this letter.
On behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated June 26, 2023, from the staff of the Division of Corporation Finance of the Commission (the “Staff”). The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in bold and italics). Where applicable, we have referenced in the Company’s responses set forth below the appropriate page numbers of the revised prospectus contained in the revised Registration Statement (the “Prospectus”) that address the Staff’s comment. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Prospectus.
Amendment No. 4 to Registration Statement on Form S-1 filed June 20, 2023
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong London Los Angeles Miami Munich New York Paris Salt Lake City Shanghai Washington, D.C.
Securities and Exchange Commission
June 27, 2023
Page
Prospectus Summary
Our Principal Stockholder, page 14
1. We note your disclosure on page 14 explaining that on June 20, 2023, your board of directors approved a 590,000-for-1 stock split, which will take effect in connection with the offering, and it appears that you have various conforming representations of the number of shares that will be outstanding upon completing your offering.
Please revise the historical financial statements to recast the share and per share details in the balance sheets, statements of operations, statements of stockholders’ equity, and the notes on pages F-15, F-19, F-43, F-48, and F-49, as necessary to reflect or to describe as applicable the effects of the stock split.
Please similarly revise or provide the corresponding details on page 19 of your Prospectus Summary, page 64 of the Pro Forma Financial Statements, as well as the footnote (1) reference on page 67, and pages 74 and 76 of MD&A.
Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that the above-referenced stock split will be effected after the effectiveness of the registration statement. As such, the Company respectfully submits that, in accordance with the guidance contained in ASC 260-10-55-12, a recast of the share and per share details in the historical financial statements and the related notes is not required. Consistent with such guidance, the Company has clarified in the forepart of the prospectus the applicable effects of the stock split on pages ii, 60 and 62.
Securities and Exchange Commission
June 27, 2023
Page
We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (713) 836-3786 or, in the undersigned’s absence, Jennifer Wu, P.C. at (512) 678-9150 or Atma Kabad at (713) 836-3364.
Sincerely,
/s/ Matthew R. Pacey, P.C.
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CORRESP 1 filename1.htm CORRESP 609 Main Street Houston, TX 77002 United States +1 713 836 3600 www.kirkland.com June 27, 2023 VIA EDGAR Attention: Cheryl Brown Irene Barberena-Meissner Mark Wojciechowski John Cannarella United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Re: Kodiak Gas Services, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed June 20, 2023 File No. 333-271050 Ladies and Gentlemen: Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”) Amendment No. 5 to its Registration Statement on Form S-1 (the “Registration Statement”) concurrently with the submission of this letter. On behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated June 26, 2023, from the staff of the Division of Corporation Finance of the Commission (the “Staff”). The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in bold and italics). Where applicable, we have referenced in the Company’s responses set forth below the appropriate page numbers of the revised prospectus contained in the revised Registration Statement (the “Prospectus”) that address the Staff’s comment. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Prospectus. Amendment No. 4 to Registration Statement on Form S-1 filed June 20, 2023 Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong London Los Angeles Miami Munich New York Paris Salt Lake City Shanghai Washington, D.C. Securities and Exchange Commission June 27, 2023 Page 2 Prospectus Summary Our Principal Stockholder, page 14 1. We note your disclosure on page 14 explaining that on June 20, 2023, your board of directors approved a 590,000-for-1 stock split, which will take effect in connection with the offering, and it appears that you have various conforming representations of the number of shares that will be outstanding upon completing your offering. Please revise the historical financial statements to recast the share and per share details in the balance sheets, statements of operations, statements of stockholders’ equity, and the notes on pages F-15, F-19, F-43, F-48, and F-49, as necessary to reflect or to describe as applicable the effects of the stock split. Please similarly revise or provide the corresponding details on page 19 of your Prospectus Summary, page 64 of the Pro Forma Financial Statements, as well as the footnote (1) reference on page 67, and pages 74 and 76 of MD&A. Response: We acknowledge the Staff’s comment and respectfully advise the Staff that the above-referenced stock split will be effected after the effectiveness of the registration statement. As such, the Company respectfully submits that, in accordance with the guidance contained in ASC 260-10-55-12, a recast of the share and per share details in the historical financial statements and the related notes is not required. Consistent with such guidance, the Company has clarified in the forepart of the prospectus the applicable effects of the stock split on pages ii, 60 and 62. 2 Securities and Exchange Commission June 27, 2023 Page 3 We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (713) 836-3786 or, in the undersigned’s absence, Jennifer Wu, P.C. at (512) 678-9150 or Atma Kabad at (713) 836-3364. Sincerely, /s/ Matthew R. Pacey, P.C. Matthew R. Pacey, P.C. cc: Robert M. McKee (Chief Executive Officer, Kodiak Gas Services, Inc.) John Griggs (Executive Vice President and Chief Financial Officer, Kodiak Gas Services, Inc.) Kelly Battle (Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary, Kodiak Gas Services, Inc.) Ryan J. Maierson (Latham & Watkins LLP) Ramnik S. Dhesi (Latham & Watkins LLP) 3