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Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Westlake Chemical Partners, LP

Westlake Finance Corp.

(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
  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(4)
       
Newly Registered Securities

 

 
Fees to Be
Paid
  —     —     —     —     —     —     —     —       —         —         —         —      
Fees
Previously
Paid
  —     —     —     —     —     —     —     —       —         —         —         —      
Carry Forward Securities

 

 
Carry-
Forward
Securities
  Limited
partner
interests
  Common units
representing
limited partner
interests
  Rule
415(a)(6)
  —     —     (1)   —     —       —         —         —         —      
    Limited
partner
interests
  Other classes of
units
representing
  limited partner  
interests(2)
  Rule
415(a)(6)
  —     —     (1)   —     —       —         —         —         —      
    Debt   Debt
Securities(3)
  Rule
415(a)(6)
  —     —     (1)   —     —       —         —         —         —      
      Unallocated  
(Universal)
Shelf
      Rule
415(a)(6)
  (4)   (5)     $500,000,000(1)       0.00011020       $55,100(4)       S-3       333-236768       4/16/2020       $64,900(5)    
    Total Offering Amounts       $500,000,000(1)       $55,100(4)                                  
    Total Fees Previously Paid               $64,900(5)                                  
    Total Fee Offsets               $55,100

(4)(5)

                                 
    Net Fee Due               $0.00(5)                                  

 

(1)

There are being registered hereunder such presently indeterminate number of common units representing limited partner interests of Westlake Chemical Partners LP (“Westlake LP”), debt securities, and other classes of units representing limited partner interests of Westlake Chemical Partners LP, which may be offered and sold in such amount as shall result in an aggregate offering price not to exceed $500,000,000. This Registration Statement also covers an indeterminate amount of securities as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities registered hereunder. The proposed maximum aggregate offering price for each class of securities to be registered is not specified pursuant to General Instruction II.D. of Form S-3.

(2)

Other classes of units representing limited partner interests can include, but is not limited to, preferred units.

(3)

Debt securities will be issued by Westlake LP, and WLKP Finance Corp. may act as co-issuer of the debt securities. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $500,000,000, less the dollar amount of any registered securities previously issued.

(4)

With respect to the primary offering, the registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.


(5) The $500,000,000 of securities registered in the primary unallocated offering includes $500,000,000 of common units representing limited partner interests of Westlake LP, debt securities of Westlake LP, which may be co-issued by its subsidiary, WLKP Finance Corp., and other classes of units representing limited partner interests of Westlake LP, registered pursuant to Registration Statement No. 333-236768 (the “2020 Registration Statement”) originally filed with the Securities and Exchange Commission on February 28, 2020, and declared effective on April 16, 2020, that have not been issued and sold by us (the “Primary Unsold Securities”). Of the Primary Unsold Securities:

 

  (a)

$386,150,000 of common units representing limited partner interests of Westlake LP, debt securities of Westlake LP, which may be co-issued by its subsidiary, WLKP Finance Corp., and other classes of units representing limited partner interests of Westlake LP were originally registered on Registration Statement No. 333-216617 filed by the Registrant on March 10, 2017, and declared effective on March 24, 2017 (the “2017 Registration Statement”) and remained unsold at the time of the filing of the 2020 Registration Statement. Pursuant to Rule 457(p), $44,754.78 of the filing fees paid with respect to such unsold securities was used to offset the total filing fee owed by Westlake LP under the 2020 Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, $44,754.78 of filing fees previously paid in connection with such unsold securities will continue to be applied to the Primary Unsold Securities.

 

  (b)

$113,850,000 of common units representing limited partner interests of Westlake LP, debt securities of Westlake LP, which may be co-issued by its subsidiary, WLKP Finance Corp., and other classes of units representing limited partner interests of Westlake LP were originally registered pursuant to the 2020 Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, $20,145.22 of filing fees previously paid in connection with such unsold securities will continue to be applied to the Primary Unsold Securities.

To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the Registrants sell any Primary Unsold Securities pursuant to the 2020 Registration Statement, the Registrants will identify in a pre-effective amendment to this registration statement the updated amount of Primary Unsold Securities from the 2020 Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6). In accordance with Rule 415(a)(6), the offering of Primary Unsold Securities on the 2020 Registration Statement will be deemed terminated as of the effective date of this registration statement. Pursuant to Rule 457(p) under the Securities Act, the remaining unused fees from the 2020 Registration Statement ($9,800) will remain unapplied.

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  
 
Rule 457(p)

 

Fee Offset

Claims

  Westlake
Chemical
Partners, LP.
  S-3     333-230611       3/29/2019               $3,607.25(2)(3)      

Limited
partner
interests
 
 
 
   




Common
units
representing
limited
partner
interests
 
 
 
 
 
 
    1,401,869 (1)      $8,207(3)          
Fee Offset
Sources
  Westlake
Chemical
Partners, LP.
  S-3     333-230611                 3/29/2019                                                 $3,607.25(2)(3)  

 

(1)

Pursuant to Rule 416(a) under the Securities Act, the number of common units being registered on behalf of the selling unitholders shall be adjusted to include any additional common units that may become issuable as a result of any distribution, split, combination or similar transaction.

(2)

The registration fee has been calculated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on $23.35, the average high and low prices reported for the registrant’s common units on the New York Stock Exchange on February 24, 2023.


(3)

Pursuant to Rule 457(p) under the Securities Act, the registrant is offsetting the registration fee due under this registration statement by $3,607.25, which represents the portion of the registration fee previously paid with respect to $8,207 of unsold securities previously registered on the registration statement on Form S-3 (File No. 333-230611), initially filed on March 29, 2019 and declared effective on April 12, 2019 (the “Secondary Unsold Securities”). In accordance with Rule 457(p), the offering of Secondary Unsold Securities on the 2019 Registration Statement will be deemed terminated as of the effective date of this registration statement.