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Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3 

(Form Type)

 

The Marcus Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities 

 

                         
 

Security 

Type 

 

Security 
Class 

Title 

 

Fee 

Calculation 

or Carry 

Forward 

Rule 

 

Amount 

Registered 

 

Proposed 

Maximum 

Offering 

Price Per 

Unit 

 

Maximum 

Aggregate 
Offering 

Price (1)

 

Fee 
Rate 

Amount of 

Registration 

Fee 

 

Carry 

Forward 

Form 

Type 

 

Carry 

Forward 

File 

Number 

 

Carry 

Forward 

Initial 

effective 

date 

 

Filing Fee 

Previously 

Paid In 

Connection 

with 
Unsold 

Securities 
to be

Carried 

Forward 

 

 
Newly Registered Securities
                         
Fees to Be Paid Equity Common Stock Other 5,000,000 (4) $15.08 $75,400,000 (2) 0.00015310 $11,543.74        
                         
Fees Previously Paid        
 
Carry Forward Securities
                         
Carry Forward Securities

Equity

Other Debt

Other Unallocated (Universal Shelf)

Common Stock

Preferred Stock

Senior Debt Securities

Subordinated Debt Securities

Warrants

Stock Purchase Contracts

Stock Purchase Units

415(a)(6) (3)   $150,000,000     Form S-3 333-227217 September 7, 2018 $30,025
                         
                   
  Total Offering Amounts   $225,400,000   $11,543.74        
                   
  Total Fees Previously Paid              
                   
  Total Fee Offsets              
                   
  Net Fee Due       $11,543.74        

 

(1) An indeterminate number of securities or aggregate principal amount, as the case may be, of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants, such indeterminate number of stock purchase contracts, and such indeterminate number of stock purchase units (the “Universal Shelf Securities”), as shall have an aggregate initial offering price not to exceed $150,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate offering price not to exceed $150,000,000, less the aggregate offering price of any securities previously issued hereunder. Any securities issued hereunder may be sold separately or as units with other securities issued hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional number of securities as may be offered or issued from time to time upon stock splits, stock dividends, recapitalizations or similar transactions.

 

(2) Estimated solely for the purpose of computing the registration fee. This amount was calculated in accordance with Rule 457(c) of the Securities Act on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on September 30, 2024.

 

(3) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $150,000,000 of unsold securities (the “Unsold Securities”) previously registered pursuant to the registration statement on Form S-3 filed on October 8, 2021 (File No. 333-260154), which was declared effective on October 19, 2021 (the “2021 Registration Statement”). Under the 2021 Registration Statement, the registrant offset filing fees in the amount of $22,141,40 for the Unsold Securities pursuant to Rule 457(p). An original filing fee of $30,025 was paid to register the Unsold Securities under the registrant’s Registration Statement on Form S-3 (Registration No. 333-227217) filed on September 7, 2018 (“2018 Registration Statement”), which 2018 Registration Statement was terminated as of the date of effectiveness of the 2021 Registration Statement. Such aggregate amount of filing fees associated with the initial offering of the Unsold Securities is hereby carried forward to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this registration statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of securities under the 2021 Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.

 

(4) Shares to be offered for sale by selling shareholders.