Exhibit Fee Tables
Calculation of Filing Fee Tables
SCHEDULE 14A
(Form Type)
Watermark Lodging Trust, Inc.
(Name of registrant as specified in its charter)
Table 1: Transaction Value
| Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | ||||||||||
| Fees to Be Paid | $ | 1,856,985,716.18 | .0000927 | $ | 172,142.58 | |||||||
| Fees Previously Paid | — | — | ||||||||||
| Total Transaction Value | $ | 1,856,985,716.18 | ||||||||||
| Total Fees Due for Filing | $ | 172,142.58 | ||||||||||
| Total Fees Previously Paid | — | |||||||||||
| Total Fee Offsets | — | |||||||||||
| Net Fee Due | $ | 172,142.58 | ||||||||||
| (1) | Title of each class of securities to which transaction applies: |
Class A Common Stock, $0.001 par value per share, of the Registrant ("Class A common stock")
Class T Common Stock, $0.001 par value per share, of the Registrant ("Class T common stock")
Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share, of the Registrant ("Series B preferred stock")
| (2) | Aggregate number of securities to which transaction applies: |
168,067,403 shares of Class A common stock
61,095,773 shares of Class T common stock
1,861,568 shares of Class A common stock subject to issuance in settlement of restricted stock units granted under the Registrant's 2015 Long-Term Incentive Plan, as amended
2,417,996 shares of Class A common stock subject to issuance upon redemption of 2,417,996 Class A OP Units of CWI 2 OP, LP ("Class A OP units")
16,778,446 shares of Class A common stock subject to issuance upon redemption of 16,778,446 Class A OP units following exercise of 16,778,446 warrants to purchase such Class A OP units ("warrants")
231,254 shares of Series B preferred stock
| (3) | Per unit price or other underlying value of 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): |
Estimated solely for purposes of calculating the filing fee, the proposed maximum aggregate value of the transaction is $1,856,985,716.18 (the "Total Consideration"). The Total Consideration was calculated by adding (a) the product of 169,928,971 shares of Class A common stock that are exchangeable for cash in the merger and the applicable merger consideration of $6.768 plus (b) the product of 61,095,773 shares of Class T common stock that are exchangeable for cash in the merger and the applicable merger consideration of $6.699 plus (c) the product of 2,417,996 Class A OP units exchangeable for cash in the merger and the applicable merger consideration of $6.768 plus (d) the estimated aggregate price of $38,443,589.00 to be paid with respect to the purchase of 16,778,446 warrants plus (e) the estimated aggregate redemption price of $242,817,271.20 to be paid with respect to 231,254 shares of Series B preferred stock. The filing fee equals the product of .0000927 multiplied by the Total Consideration.
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 | Fee Paid with Fee Offset Source | ||||||||||||||||||||||
| Fee Offset Claims | — | — | — | |||||||||||||||||||||||||
| Fee Offset Sources | — | — | — | |||||||||||||||||||||||||