Kodiak Gas Services, Inc. Announces Receipt of Consents to the Merger Agreement from Supporting Unitholders
About
Kodiak is one of the largest contract compression services providers in the continental
About
The Partnership is a provider of compression services and equipment for natural gas and oil production, gathering, artificial lift, transmission, processing, and storage. In addition, the Partnership provides a variety of natural gas treating services. The Partnership's contract services business includes a fleet of approximately 4,800 compressor packages providing approximately 1.2 million in aggregate horsepower, utilizing a full spectrum of low-, medium- and high-horsepower engines. Additionally, the Partnership's gas treating equipment fleet includes natural gas cooling units used to reduce the temperature of natural gas so that it can be further treated, processed, or compressed. The Partnership also provides well monitoring and automated sand separation services in conjunction with compression and related services in
Important Information about the Transaction and Where to Find It
In connection with the Merger Agreement and the mergers contemplated by the Merger Agreement (the "Mergers"), Kodiak filed with the
The Registration Statement and consent statement/prospectus, any amendments or supplements thereto and other relevant materials, and any other documents filed by the Partnership or Kodiak with the
Participants in the Solicitation
The Partnership, Kodiak and certain of their respective executive officers, directors, other members of management and employees (including those of the General Partner) may, under the rules of the
No Offer or Solicitation
This communication relates to the Mergers between Kodiak and the Partnership and is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, pursuant to the Mergers or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Cautionary Statement for Purposes of Forward-Looking Statements
This communication contains "forward-looking statements" and information based on the current beliefs of Kodiak and the Partnership. Forward-looking statements in this communication are identifiable by the use of the following words, the negative of such words, and other similar words: "anticipates", "assumes", "believes", "could", "estimates," "expects," "forecasts," "goal," "intends," "may," "might," "plans," "predicts," "projects," "seeks," "should," "targets," "will" and "would." Important factors that could cause actual results to differ from those indicated in the forward-looking statements in this communication include, but are not limited to: (i) the completion of the Mergers on anticipated terms and timing, or at all, including obtaining regulatory approvals that may be required on anticipated terms; (ii) the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company's operations and other conditions to the completion of the Mergers, including the possibility that any of the anticipated benefits of the Mergers will not be realized or will not be realized within the expected time period; (iii) the ability of Kodiak and the Partnership to integrate the businesses successfully and to achieve anticipated synergies and value creation; (iv) the risk that disruptions from the Mergers will harm Kodiak's or the Partnership's business, including current plans and operations and that management's time and attention will be diverted on transaction-related issues; (v) potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the announcement or completion of the Mergers; (vi) potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the Mergers that could affect Kodiak's and/or the Partnership's financial performance and operating results; (vii) certain restrictions during the pendency of the Mergers that may impact Kodiak's or the Partnership's ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; (viii) legislative, regulatory and economic developments, changes in local, national, or international laws, regulations, and policies affecting Kodiak and the Partnership; (ix) dilution caused by Kodiak's issuance of additional shares of Kodiak common stock in connection with the Mergers; (x) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) Kodiak's and the Partnership's ability to employ a sufficient number of skilled and qualified workers to combat the operating hazards inherent in Kodiak's and the Partnership's industry; (xii) changes in the oil and gas industry, including sustained decreases in the supply, demand or price of oil, natural gas, and natural gas liquids; (xiii) the competitive nature of natural gas compression services and treating services industry in which Kodiak and the Partnership conduct their business; (xiv) the impact of adverse weather conditions in oil or gas producing regions; (xv) the level of, and obligations associated with, Kodiak's and the Partnership's indebtedness; (xvi) acts of terrorism or outbreak of war, hostilities, civil unrest, attacks against Kodiak or the Partnership, and other political or security disturbances; (xvii) the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; and (xviii) other risk factors and additional information.
Kodiak and the Partnership believe that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Kodiak and the Partnership undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical experience and present expectations or projections. These risks and uncertainties include, but are not limited to, (i) those discussed throughout the Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Part II, Item 1A. "Risk Factors" sections of the Partnership's Annual Report on Form 10-K for the year ended
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