|
Proposed Maximum
Aggregate Value of
Transaction
|
Fee rate
|
Amount of
Filing Fee
|
|||
|
Fees to Be Paid
|
$ 1,329,829,085
|
0.0001476
|
$ 196,282.77
|
||
|
Fees Previously Paid
|
-
|
-
|
|||
|
Total Transaction Valuation
|
$ 1,329,829,085
|
||||
|
Total Fees Due for Filing
|
$ 196,282.77
|
||||
|
Total Fees Previously Paid
|
|||||
|
Total Fee Offsets
|
|||||
|
Net Fee Due
|
$ 196,282.77
|
|
i.
|
Title of each class of securities to which the transaction applies: common stock, par value $1.00 per share (“Company Common Stock”), of Kaman Corporation.
|
|
ii.
|
Aggregate number of securities to which the transaction applies: As of February 20, 2024, the maximum number of shares of Company Common Stock to which the transaction applies is estimated to
be 29,043,235, which consists of:
|
|
a.
|
28,388,422 shares of Company Common Stock (including 254,384 shares of Company Restricted Stock);
|
|
b.
|
477,043 shares of Company Common Stock underlying outstanding Company PSUs; and
|
|
c.
|
177,770 shares of Company Common Stock issuable upon the exercise of Company Options.
|
|
iii.
|
Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): the maximum aggregate value was determined based upon the sum of (A) 28,388,422 shares of Company Common Stock (including 254,384 shares of Company Restricted Stock) multiplied by $46.00 per share; (B) 477,043 shares of Company
Common Stock underlying outstanding Company PSUs multiplied by $46.00 per share; and (C) 177,770 shares of Company Common Stock issuable upon the exercise of Company Options multiplied by $11.35 per share (the difference between $46.00 per
share and the weighted average exercise price of $34.65 per share).
|
|
iv.
|
Proposed maximum aggregate value of transaction: $1,329,829,085 (the “Total Consideration”).
|
|
v.
|
Total fee paid: $196,282.77. In accordance with Section 14(g) of the Exchange Act, the filing fee was determined by multiplying the Total Consideration by 0.0001476.
|