Selling Stockholder Prices Secondary Offering as Kodiak Gas Services Continues Growth Strategy
Kodiak Gas Services, Inc. (NYSE: KGS) (“Kodiak” or the “Company”) has announced the pricing of a significant underwritten public offering involving shares of its common stock. The transaction centers entirely on shares being sold by an existing shareholder, Frontier TopCo Partnership, L.P. (the “Selling Stockholder”), which is affiliated with the investment funds EQT Infrastructure III and EQT Infrastructure IV. In the Offering, the Selling Stockholder is making available a total of 9,762,573 shares of Kodiak’s common stock to the public at a price of $34.60 per share.
Importantly, Kodiak itself is not issuing new shares, nor is it selling treasury shares as part of the Offering. As a result, the Company will not receive any of the proceeds generated from the sale of these shares. All proceeds will go directly to the Selling Stockholder as part of its decision to monetize a portion of its existing holdings.
The Offering represents a continuation of typical capital markets activity seen when private equity or infrastructure investors begin to reduce or rebalance large ownership positions in publicly traded companies. EQT, through its infrastructure funds, has maintained a substantial investment in Kodiak, and the sale of these shares signals a planned disposition rather than a capital-raising event by the Company itself. For Kodiak, the transaction does not dilute existing shareholders, nor does it modify the Company’s capital structure. Instead, it simply increases the public float and potentially enhances liquidity in the Company’s stock over time.
The Offering is expected to close on December 2, 2025, provided that all customary closing conditions are satisfied. These conditions typically include the finalization of underwriting agreements, confirmation of regulatory compliance, and settlement procedures for the transfer of the shares to investors. While closing conditions are considered routine in such transactions, the anticipated early December deadline highlights the swift timeline often involved in secondary equity offerings.
Goldman Sachs & Co. LLC is serving as the sole underwriter for the transaction. As the exclusive book-running manager, Goldman Sachs is responsible for coordinating the marketing, pricing, distribution, and settlement of the Offering. The firm’s involvement underscores the institutional nature of the transaction and reflects the confidence of the Selling Stockholder in utilizing a leading global investment bank to execute the offering efficiently.
The Offering is being conducted pursuant to a free writing prospectus, a prospectus supplement, and an accompanying base prospectus, all of which are components of a previously filed automatic shelf registration statement on Form S-3. The registration statement, bearing File No. 333-280737, was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on July 10, 2024. An automatic shelf registration allows a well-established issuer to register securities in advance, enabling the company or selling shareholders to act quickly when market conditions are favorable. Though Kodiak itself is not selling shares, the Selling Stockholder benefits from this pre-established regulatory framework.
Investors interested in reviewing the Offering in detail are encouraged to read the full prospectus and other publicly available documents that Kodiak has filed with the SEC. These documents provide extensive information about the Company, the Selling Stockholder, the risks associated with an investment in Kodiak’s common stock, and the terms of the Offering. Access to these materials is crucial for potential investors seeking to understand the financial and operational context of Kodiak, as well as the motivations and implications behind the Selling Stockholder’s decision to sell a portion of its holdings.
Kodiak emphasized that no offer to sell the securities will be made in any state or jurisdiction where such activity would be unlawful before appropriate registration or qualification has been completed under relevant securities laws. This standard disclosure serves as a reminder that securities offerings in the United States must comply with both federal and state regulatory frameworks, and that no sales can be finalized in locations where the Offering has not been properly qualified.
Overall, the announced Offering represents an important development in the share ownership structure of Kodiak Gas Services. While the Company itself will not directly benefit from new capital, the transaction may have indirect benefits. These include expanded share liquidity, improved visibility among institutional investors, and potential adjustments to market dynamics as shares formerly held by a concentrated private equity owner enter public circulation. At the same time, the sale does not alter Kodiak’s operations, financial fundamentals, or ongoing strategic initiatives. The Company remains focused on delivering its core services within the energy infrastructure sector, particularly in natural gas compression and related solutions.
As the Offering nears completion, market participants will continue to monitor developments closely. The involvement of a major underwriter, the substantial number of shares being sold, and the timing of the transaction all contribute to heightened interest within the investment community. Upon closing, the public float of Kodiak’s common stock will increase materially, offering current and future investors greater access to shares and potentially enhancing trading efficiency.
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