Kodiak Gas (NYSE: KGS) launches $1B notes, plans ABL overhaul

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. announced that its subsidiary has launched a private offering of $500 million senior unsecured notes due 2033 and $500 million senior unsecured notes due 2035, sold to qualified institutional buyers under Rule 144A and certain non-U.S. investors under Regulation S.

In connection with this offering, Kodiak intends to enter a Fourth Amendment to its Fourth Amended and Restated Credit Agreement. The amendment will decrease borrowing costs, reduce the asset-based lending facility commitments to $2.0 billion, extend the maturity to September 5, 2030 with a springing maturity linked to its 7.25% senior notes due 2029, and allow a leverage ratio covenant step-up after a material acquisition, becoming effective upon customary conditions and the closing of the notes offering.

Insights

Corporate finance and credit markets analyst

Kodiak pairs a $1B private notes deal with a cheaper, smaller but longer-dated ABL facility.

Kodiak Gas Services plans a private issuance of $500 million senior unsecured notes due 2033 and $500 million due 2035. These are marketed to institutional and non-U.S. investors under Rule 144A and Regulation S, indicating a capital structure move targeted at wholesale debt markets rather than public equity.

Concurrently, the company intends to amend its asset-based lending facility by cutting total commitments to $2.0 billion, lowering the pricing grid to reduce borrowing costs, and extending the facility’s maturity to September 5, 2030 with a springing maturity tied to its 7.25% senior notes due 2029. The amendment also introduces a leverage ratio covenant step-up for a period after a material acquisition, which provides defined flexibility for potential future deals.

The amendment will only become effective if customary conditions are met and the notes offering closes. This sequencing makes the ultimate impact dependent on successful completion of the notes transaction and lender approvals, with further detail likely to appear in subsequent company disclosures.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

9950 Woodloch Forest Dr.19th FloorThe WoodlandsTexas77380936539-3300FALSE0001767042September 2, 202500017670422025-09-022025-09-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2025

____________________

Kodiak Gas Services, Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware

001-41732

83-3013440

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9950 Woodloch Forest Dr., 19th Floor, The Woodlands, Texas						77380
(Address of principal executive offices)						(Zip Code)

(936) 539-3300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

KGS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

On September 2, 2025, Kodiak Gas Services, Inc. (the “Company”) issued a press release announcing that its subsidiary, Kodiak Gas Services, LLC (the “Issuer”), has launched a private offering (the “Offering”) of $500 million in aggregate principal amount of senior unsecured notes due 2033 (the “2033 Notes”) and $500 million in aggregate principal amount of senior unsecured notes due 2035 (the “2035 Notes” and, together with the 2033 Notes, the “Notes”). The Notes are being offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are non-“U.S. persons” under Regulation S as defined under applicable securities laws. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Neither this Current Report on Form 8-K nor the press release constitute an offer to sell, or the solicitation of an offer to buy, the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

In connection with the Offering, the Company intends to enter into a fourth amendment (the “Fourth Amendment”) to the Company’s Fourth Amended and Restated Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended or restated from time to time, the “ABL Credit Agreement” or “ABL Facility”) substantially concurrently with the consummation of the Offering. The Fourth Amendment will, among other things, (a) reduce the Company’s borrowing costs by decreasing the pricing grid therein, (b) reduce the commitments under the ABL Facility to $2.0 billion, (c) extend the maturity date to September 5, 2030, subject to a springing maturity 91 days prior to the scheduled maturity date of the Company’s 7.25% senior notes due 2029 and (d) provide for a Leverage Ratio (as defined in the ABL Credit Agreement) covenant step-up for a certain period following a material acquisition. The Fourth Amendment will become effective upon the satisfaction of customary conditions and the closing of the Offering.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

No.			Description
99.1			Press release of Kodiak Gas Services, Inc., dated September 2, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Kodiak Gas Services, Inc.
Date: September 2, 2025			By:			/s/ Kelly M. Battle
			Name:						Kelly M. Battle
			Title:						Executive Vice President, Chief Legal Officer,
									Chief Compliance Officer and Corporate Secretary

FAQ

What did Kodiak Gas Services (KGS) announce in this 8-K filing?

Kodiak Gas Services announced a private offering of $500 million senior unsecured notes due 2033 and $500 million senior unsecured notes due 2035, alongside plans to amend its existing asset-based lending credit facility, subject to customary conditions and closing of the notes offering.

How large is Kodiak Gas Services’ new private notes offering?

The subsidiary of Kodiak Gas Services launched a private offering totaling $1.0 billion, split between $500 million in senior unsecured notes due 2033 and $500 million in senior unsecured notes due 2035, aimed at qualified institutional buyers and certain non-U.S. investors under Rule 144A and Regulation S.

Who can buy the new Kodiak Gas Services senior notes?

The new senior unsecured notes are being offered only to investors reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, meaning the transaction targets large, sophisticated institutional and international investors rather than the general public.

What changes are planned for Kodiak Gas Services’ ABL credit facility?

Kodiak intends to enter a Fourth Amendment to its ABL Credit Agreement that will reduce borrowing costs via a lower pricing grid, cut total commitments to $2.0 billion, extend the maturity to September 5, 2030, and add a leverage ratio covenant step-up after certain material acquisitions, effective upon closing of the notes offering.

How does the ABL maturity relate to Kodiak’s 7.25% senior notes due 2029?

The amended ABL Facility maturity would be September 5, 2030, but includes a springing maturity that occurs 91 days before the scheduled maturity of Kodiak’s 7.25% senior notes due 2029, linking the revolver’s final maturity to that existing bond maturity profile.

Does the 8-K filing itself offer or sell the Kodiak Gas Services notes?

The 8-K and the referenced press release explicitly state they do not constitute an offer to sell or a solicitation of an offer to buy the notes, and no sales will occur in jurisdictions where such activities would be unlawful, preserving compliance with applicable securities laws.