Kodiak Gas Services, Inc. Announces Receipt of Consents to the Merger Agreement from Supporting Unitholders
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Insights
The recent announcement of the Merger Agreement between Kodiak Gas Services, Inc. and CSI Compressco LP is a significant event that warrants a close examination of its implications on the companies' financial health and market positioning. The merger's approval by a majority of the Partnership's unitholders, representing approximately 54% of the outstanding common units, is a critical milestone, indicating strong support from key stakeholders.
From a financial perspective, the merger could result in operational synergies, which might manifest as cost savings, increased efficiency, or enhanced market reach. These synergies, if realized, could potentially lead to improved profitability and shareholder value over the long term. However, the immediate costs associated with mergers, such as legal fees, restructuring costs and integration expenses, can impact short-term financial performance. Investors should closely monitor the merger's progress and the companies' subsequent financial statements for indications of these effects.
Additionally, the expectation of closing the transaction in the second quarter of 2024, pending Hart-Scott-Rodino clearance, presents a timeline for stakeholders to anticipate changes in stock performance. The clearance is an antitrust regulatory requirement, ensuring that the merger does not lead to reduced competition. A smooth clearance process would likely be viewed favorably by the market, while any regulatory hurdles could create uncertainty and volatility in the stock prices of the involved companies.
Exploring the market dynamics, the merger between Kodiak and the Partnership can be seen as a strategic move to consolidate market presence in the gas services industry. The combined entity may benefit from a broader service offering and a larger customer base, potentially leading to increased market share. Market consolidation trends are common in mature industries, where companies seek to gain competitive advantages through scale and scope of operations.
It is essential to consider the potential impact on customers and competitors. A merger of this size could alter the competitive landscape, prompting responses from other industry players. For instance, competitors may engage in strategic partnerships or seek to innovate to maintain their market positions. Customers could benefit from more comprehensive service offerings but may also face reduced options if the merger leads to less competition. Market research will be vital in understanding the post-merger industry structure and competitive dynamics.
The legal intricacies of the merger, particularly the Hart-Scott-Rodino clearance, play a pivotal role in the transaction's progression. The Hart-Scott-Rodino Antitrust Improvements Act requires parties to file pre-merger notifications and observe a waiting period for antitrust review. This process is designed to prevent anticompetitive mergers that could harm consumers by reducing competition.
Legal scrutiny of the merger will focus on market concentration metrics and the potential for the combined entity to exert undue market power. The fact that the merger has reached the consent stage from a majority of unitholders suggests that due diligence has been conducted to anticipate and address antitrust concerns. However, the outcome of the regulatory review is not guaranteed and unexpected legal challenges could arise, delaying the merger or imposing conditions on its completion.
Stakeholders should be aware of the legal context surrounding the merger, as any issues that surface during the Hart-Scott-Rodino review could have material consequences for the timing and terms of the transaction. Close attention to regulatory announcements and legal analyses will be crucial in assessing the merger's likelihood of success and its conformance with industry norms.
About Kodiak Gas Services, Inc.
Kodiak is one of the largest contract compression services providers in the continental
About CSI Compressco LP
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 SEC the Registration Statement, that included a consent statement of the Partnership and a prospectus of Kodiak, which has been declared effective. The Mergers will be submitted to the Partnership's unitholders for their consideration. The Partnership and Kodiak may also file other documents with the SEC regarding the Mergers. A definitive consent statement/prospectus will be mailed to unitholders of the Partnership. This communication is not a substitute for the Registration Statement or the definitive consent statement/prospectus that was filed with the SEC or any other documents that Kodiak or the Partnership (as applicable) may file with the SEC or send to unitholders of the Partnership in connection with the Mergers. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE MERGERS, INVESTORS AND UNITHOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE REGISTRATION STATEMENT, CONSENT STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGERS AND RELATED MATTERS.
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 SEC, may be obtained once such documents are filed with the SEC free of charge at the SEC's website at www.sec.gov or free of charge from the Partnership at the Partnership's website at www.csicompressco.com or by directing a request to the Partnership's Investor Relations Department at jon.byers@csicompressco.com or Kodiak at www.kodiakgas.com or by directing a request to Kodiak's Investor Relations Department at IR@kodiakgas.com.
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 SEC, be deemed to be "participants" in the solicitation of proxies in connection with the Mergers. Information regarding the directors and executive officers of the Partnership's general partner is available in the section titled "Part III. Item 10. Directors, Executive Officers, and Corporate Governance" on page 49 of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 13, 2023 (and available at https://www.sec.gov/Archives/edgar/data/1449488/000144948823000007/cclp-20221231.htm#i40c921f80f634f31b68afa431e9e8b34_97). Information regarding Kodiak's directors and executive officers is available in the section titled "Information About Kodiak—Management of Kodiak" beginning on page 99 of the Registration Statement (and available at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1767042/000119312524031219/d475371ds4a.htm). These documents may be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Registration Statement and the definitive consent statement/prospectus and other relevant materials relating to the Mergers that have been filed with the SEC. Security holders, potential investors and other readers should read the definitive consent statement/prospectus carefully when it becomes available before making any voting or investment decisions.
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 December 31, 2022, and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which are available on the Investor Relations page of the Partnership's website at https://ir.csicompressco.com/ and on the website of the SEC at www.sec.gov and (ii) those discussed throughout the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of Kodiak" sections of the Registration Statement, which are available on the Investor Relations page of Kodiak's website at https://ir.kodiakgas.com/ and on the website of the SEC at www.sec.gov.
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SOURCE CSI Compressco LP
FAQ
What companies are involved in the merger agreement?
When is the expected closing date of the transaction?
Who are the supporting unitholders that have approved the Merger Agreement?
What percentage of the Partnership's outstanding common units do the supporting unitholders own?
What conditions need to be satisfied for the transaction to close?
