Kodiak Gas Services, Inc. completed the acquisition of CSI Compressco LP from Spartan Energy Partners, LP, Merced Capital, L.P., Orvieto Fund, L.P., managed by Orvieto Partners, L.P. and Others.
The transaction is subject to certain regulatory approvals and other closing conditions, including Hart Scott Rodino Act clearance, the receipt of the required approvals from the CSI?s unitholders, the shares of Kodiak Common Stock issuable in connection with the Mergers having been approved for listing on the NYSE, subject to official notice of issuance, Kodiak?s registration statement on Form S-4 (the ?Form S-4?) having been declared effective by the U.S. Securities and Exchange Commission, Kodiak obtaining debt financing through an offering of notes by Kodiak or its affiliates in order to refinance the Partnership?s outstanding debt, subject to certain minimum standards of terms and conditions that have been agreed to between the Partnership and Kodiak. The transaction has been approved by the Board of Directors of Kodiak and the Board of Directors of CSI Compressco GP LLC. Certain unitholders of CSI Compressco, including Spartan Energy Partners LP, which controls the CSI Compressco GP LLC, Merced Capital LP and Orvieto Fund that collectively own more than 50% of CSI Compressco's outstanding units have entered into support agreements, pursuant to which they have agreed to vote their CSI Compressco units in favor of the merger upon effectiveness of the S-4 Registration Statement with the SEC. Kodiak withdrew its HSR notification on February 2, 2024 and refiled its HSR notification on February 6, 2024. The 30 calendar day waiting period under the HSR Act expired at 11:59 p.m. on March 7, 2024. As of March 22, 2024, the CSI Compressco shareholders approved the transaction. The transaction is expected to close in the second quarter of 2024. The transaction is expected to close on or about April 1, 2024. The transaction is expected to be immediately accretive to Kodiak's Discretionary Cash Flow and Free Cash.
Barclays acted as sole financial advisor to Kodiak and Keith Townsend, Hap Shashy, Brian Meiners, Meredith O?Leary, Rob Leclerc, Jeff Spigel, John Green, Jessica Stricklin and Salomé Cisnal de Ugarte of King & Spalding LLP acted as legal counsels. Jefferies LLC acted as sole financial advisor to CSI Compressco and fairness opinion provider and David Oelman, Lande Spottswood, Raleigh Wolfe, Ryan Carney, Allyson Seger, David D?Alessandro, Missy Spohn, Hill Wellford and Kara Kuritz, Evan Miller, Sean Becker; partner David Wicklund, Matt Dobbins, Rajesh Patel, David Johnson and Brian Howard of Vinson & Elkins LLP acted as legal counsels. Mediant Communications Inc. is proxy solicitation agent for CSI Compressco a fee of approximately $18,750. CSI Compressco will pay Jefferies a fee of $6.0 million, $0.5 million of which was payable upon delivery of Jefferies? opinion. Computershare Trust Company, N.A. acting as transfer agent to CSI Compressco LP.
Kodiak Gas Services, Inc. (NYSE:KGS) completed the acquisition of CSI Compressco LP (NasdaqGS:CCLP) from Spartan Energy Partners, LP, Merced Capital, L.P., Orvieto Fund, L.P., managed by Orvieto Partners, L.P. and Others on April 1, 2024. CSI Compressco units will no longer be publicly traded on the NASDAQ effective as of close of trading on April 1, 2024 . Kodiak shares will continue to trade on the New York Stock Exchange (NYSE).