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Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

424(b)(7)

(Form Type)

 

Empire State Realty Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1 – Newly Registered Securities

 

  Security
Type		 Security
Class
Title		 Fee
Calculation
or Carry
Forward
Rule		 Amount
Registered		 Proposed
Maximum
Offering Price
Per Share		 Maximum
Aggregate
Offering Price		 Fee Rate Amount of
Registration
Fee
Fees to be Paid Equity Class A common stock, $0.01 par value per share (1) 457(c) 29,894,869 (1) $7.95 (2)

$237,664,208.55 (2)

 0.0001102 $26,190.60
  Total Offering Amounts   $237,664,208.55 (2)   $26,190.60
  Total Fees Previously Paid       -
  Total Fee Offsets       $24,911.87 (3)
  Net Fee Due       $1,278.73

 

Table 2 – Fee Offset Claims and Sources

 

  Registrant
or Filer
Name		 Form or
Filing
Type		 File
Number		 Initial
Filing
Date		 Filing
Date		 Fee
Offset
Claimed		 Security
Type
Associated
with Fee
Offset
Claimed		 Security
Title
Associated
with Fee
Offset
Claimed		 Unsold
Securities
Associated
with Fee
Offset
Claimed		 Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed		 Fee Paid
with Fee
Offset
Source
Fee Offset Claims Empire State Realty Trust, Inc. 424B7 333-240251 July 31, 2020   $24,911.87 (3) Equity Class A common stock, $0.01 par value per share (1) 29,894,869 (1)(3) $191,925,058.98 (3)  
Fee Offset Sources Empire State Realty Trust, Inc. 424B7 333-240251   July 31, 2020           $24,911.87 (3)
Fee Offset Sources Empire State Realty Trust, Inc. 424B7 333- 199199   February 2, 2017           $70,594.14 (3)

 

 

(1)Includes up to 29,894,869 shares of Class A common stock to be offered for resale from time to time by the stockholder pursuant to their contractual rights. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Class A common stock that may be offered hereby are deemed to cover such additional shares of Class A common stock as may hereafter be offered or issued with respect to the shares registered hereby resulting from stock splits, stock dividends, recapitalizations or similar capital adjustments.

 

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act. Based upon the average of the high and low prices of the Class A common stock reported on the New York Stock Exchange on July 25, 2023 pursuant to Rule 457(c) under the Securities Act.

 

(3)The registrant is registering 29,894,869 shares of Class A common stock having a proposed maximum aggregate price of up to $237,664,208.55 pursuant to the prospectus supplement to which this Exhibit 107 relates (the “Current Prospectus Supplement”). The registrant had previously registered 29,894,869 shares of Class A common stock having an aggregate offering price of up to $191,925,058.98, offered by means of a prospectus supplement dated July 31, 2020 (the “2020 Prospectus Supplement”) and an accompanying prospectus dated July 31, 2020 pursuant to a Registration Statement filed on Form S-3 (File No. 333-240251) with the Securities and Exchange Commission (“SEC”) on July 31, 2020. In connection with the filing of the 2020 Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $24,911.87. None of these securities were sold pursuant to the 2020 Prospectus Supplement, which is being superseded and replaced by the Current Prospectus Supplement, and the offering of unsold securities pursuant to the 2020 Prospectus Supplement terminated on July 31, 2023. In addition, the registrant had previously registered 29,610,854 shares of Class A common stock having an aggregate offering price of up to $609,095,267.00, offered by means of a prospectus supplement dated February 2, 2017 (the “2017 Prospectus Supplement”) and an accompanying prospectus dated October 7, 2014 pursuant to a Registration Statement filed on Form S-3 (File No. 333-199199) filed with the SEC on October 7, 2014. In connection with the 2017 Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $70,594.14. Pursuant to Rule 457(p) under the Securities Act, $24,911.87 of the registration fees that were paid with respect to the securities that were previously registered pursuant to the 2020 Prospectus Supplements and were not sold thereunder is offset against the registration fee of $26,190.60 due in connection with the filing of the Current Prospectus Supplement.