20231231.htm). Information regarding Kodiak’s directors and executive officers is available in the section titled “Part III. Item 10. Directors, Executive Officers and Corporate
Governance” beginning on page 68 of Kodiak’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 7, 2024 (and available at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001767042/000176704224000011/kgs-20231231.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
to be 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 of 1933, as amended.
Cautionary Statement for Purposes of Forward-Looking Statements
This communication contains, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the
safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and
assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements can be identified by words such as:
“anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,”
“may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding: (i) expected operating results, such as revenue growth
and earnings, including upon consummation of the Mergers, and our ability to service our indebtedness; (ii) anticipated levels of capital expenditures and uses of capital; (iii) current or future volatility in the credit markets and future
market conditions; (iv) potential or pending acquisition transactions, including the Mergers, or other strategic transactions, the timing thereof, the receipt of necessary approvals to close such acquisitions, our ability to finance such
acquisitions, and our ability to achieve the intended operational, financial, and strategic benefits from any such transactions; (v) expected synergies and efficiencies to be achieved as a result of the Mergers; (vi) expectations regarding
the leverage and dividend profile upon consummation of the Mergers, including the amount and timing of future dividend payments; (vii) expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent
liabilities and governmental and regulatory investigations and proceedings; (viii) production and capacity forecasts for the natural gas and oil industry; (ix) strategy for customer retention, growth, fleet maintenance, market position and
financial results; (x) our interest rate hedges; and (xi) strategy for risk management.
Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated
in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in
the forward-looking statements include, among others, the following: (i) a reduction in the demand for natural gas and oil; (ii) the loss of, or the deterioration of the financial condition of, any of our key customers;
(iii) nonpayment and nonperformance by our customers, suppliers or vendors; (iv) competitive pressures that may cause us to lose market share; (v) the structure of our Compression Operations contracts and the failure of our customers
to continue to contract for services after expiration of the primary term; (vi) our ability to consummate the Mergers on a timely basis or at all; (vii) our ability to successfully integrate any acquired businesses, including the
Partnership, and realize the expected benefits thereof; (viii) difficulties, expenses and delays in meeting the conditions required for the closing of the Mergers; (ix) our ability to fund purchases of additional compression equipment;
(x) a deterioration in general economic, business, geopolitical