United States securities and exchange commission logo





                            February 24, 2023

       Robert McKee
       Chief Executive Officer
       Kodiak Gas Services, Inc.
       15320 Highway 105 W, Suite 210
       Montgomery, TX 77356

                                                        Re: Kodiak Gas
Services, Inc.
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
10, 2023
                                                            CIK No. 0001767042

       Dear Robert McKee:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless otherwise noted, references to prior comments are to
our February 1, 2023
       comment letter.

       Amendment No. 2 to Draft Registration Statement on Form S-1 submitted
February 10, 2023

       Dividend Policy, page 53

   1.                                                   We understand from your
response to prior comment one that you would prefer to refrain
                                                        from providing support
for disclosures indicating that investors would receive quarterly
                                                        dividends, based on
your expectations, which include specifying an annualized dividend
                                                        amount and yield using
the midpoint of the offering range. However, we believe that you
                                                        should have a
reasonable basis for the expectations expressed regarding the prospect of
                                                        future dividends and
that this should be apparent from your disclosures. Given that you
                                                        also express
uncertainty about being able to sustain the initial dividend amount or
 Robert McKee
FirstName
Kodiak GasLastNameRobert
           Services, Inc. McKee
Comapany24,
February  NameKodiak
            2023        Gas Services, Inc.
February
Page 2 24, 2023 Page 2
FirstName LastName
         providing any dividends on an on-going basis, you will need to clarify
the timeframe over
         which your current expectations pertain and reconcile that horizon
with your reporting of
            cash available for dividends    based on the historical operations
for 2020 and 2021, as
         presented or discussed on pages 18, 21, 22, and 69.

         The claims expressed in your disclosure on page 3, including    a
proven track record of
         steady growth, cash flow generation, strong financial results driven
by increasing overall
         compression demand (particularly for large horsepower compression
units), long-standing
         customer relationships, the fixed-revenue nature of our contracts, and
best-in-class
         reliability of our assets,    should also be tempered, along with any
similar disclosures
         elsewhere in the filing, as necessary to reflect the prevailing
uncertainty about your ability
         to pay dividends, including the source of that uncertainty and your
expectations about
         being able to counter or resolve such matters if you intend to pay
dividends.

         We continue to believe that you will need to provide within your
filing a numerical
         demonstration of your ability to make dividend payments in accordance
with your stated
         expectations, including illustrations of your distributable cash flow
computations, showing
         how net cash provided by operating activities would be, or would have
been, adjusted
         (i.e., identifying each category, including capital expenditures and
discretionary reserves),
         to derive the aggregate and per share dividend amounts on a pro forma
basis. These details
         should be presented on a quarterly, annualized and per share basis for
the most recently
         completed fiscal year, subsequent interim periods, trailing twelve
month period, and the
         immediately succeeding twelve month period. Your disclosure should
include a discussion
         of the key assumptions, adjustments and other material considerations,
and identify any
         circumstances that are reasonably likely to limit or preclude the
payment of dividends.

         However, if you are unable to show a reasonable basis for the
expectations regarding
         dividends that you have disclosed, including your presentation of cash
available for
         dividends utilizing activity of the historical periods, such
disclosures should be removed
         from the filing and replaced with prominent disclosure clarifying that
you cannot provide
         any assurance of being able to pay dividends for any future period.
2.       If you are able to support your disclosures as outlined in the
preceding comment and wish
         to retain disclosures of cash available for dividends based on the
historical operations for
         2020 and 2021, which are presently characterized as non-GAAP measures,
you will need
         to ensure that such measures correlate with the details provided under
this heading for the
         corresponding periods.

         However, if the measures are not consistent, you will need to choose
an alternate label for
         the non-GAAP measures. Your non-GAAP presentations of cash available
for dividends,
         if supported and retained, will need to be revised to include a
reconciliation to the most
         directly comparable GAAP-based measure, rather than the non-GAAP
measure of
         Adjusted EBITDA as is currently shown, and you will need to explain
how the amounts
 Robert McKee
Kodiak Gas Services, Inc.
February 24, 2023
Page 3
      are representationally faithful, given that you are also depicting a
significant allocation for
      capital growth expenditures in arriving at your non-GAAP free cash flow
metrics.

      You will need to provide clear and prominent disclosure (i) clarifying
the extent to which
      any amounts characterized as cash available for dividends would depend on
securing
      additional sources of cash to fund other expenditures, including capital
growth
      expenditures, and (ii) describing your plans in this regard, to include
the reasonably likely
      financing activities that you would pursue. Also provide disclosure
clarifying how the
      amounts designated for maintenance and capital growth expenditures have
been
      determined, including the distinguishing characteristics of these
categories and how you
      established correlation with your historical operations and future plans.
3.    We note your disclosure that the ABL Credit Agreement may impose certain
restrictions
      on your ability to pay dividends to holders of your common stock, and
your ability to pay
      dividends depends on your receipt of cash dividends from your operating
subsidiaries,
      which may also be restricted by the ABL Credit Agreement. Please revise
your disclosure
      to describe the restrictions on your ability to pay dividends under the
ABL Credit
      Agreement.
        You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding
comments on
the financial statements and related matters. Please contact Cheryl Brown,
Staff Attorney, at
(202) 551-3905 or Irene Barberena-Meissner, Staff Attorney, at (202) 551-6548
with any other
questions.



                                                              Sincerely,
FirstName LastNameRobert McKee
                                                              Division of
Corporation Finance
Comapany NameKodiak Gas Services, Inc.
                                                              Office of Energy
& Transportation
February 24, 2023 Page 3
cc:       Matt Pacey
FirstName LastName