Exhibit 107
CALCULATION OF FILING FEE TABLE
Table 1 – Transaction Valuation
| Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | ||||
| Fees to Be Paid |
$1,452,172,696.96 (1) | 0.0000927 | $134,616.41 | |||
| Fees Previously Paid |
— | — | ||||
| Total Transaction Valuation |
$1,452,172,696.96 | |||||
| Total Fees Due for Filing |
$134,616.41 | |||||
| Total Fees Previously Paid |
— | |||||
| Total Fee Offsets |
— | |||||
| Net Fee Due |
$134,616.41 |
| (1) | In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the proposed maximum aggregate value of transaction was calculated as the sum of: |
| i. | 35,626,837 issued and outstanding shares of common stock multiplied by $37.50 per share, |
| ii. | 279,943 shares of common stock subject to restricted stock units multiplied by $37.50 per share, |
| iii. | 177,832 shares of common stock subject to performance stock units based on maximum-level performance, multiplied by $37.50 per share, |
| iv. | 192,582 shares of common stock subject to long-term incentive plan awards, based on the assumption that all such awards will be vested and deemed earned and the achievement of maximum-level performance, multiplied by $37.50 per share, and |
| iv. | (x) 2,922,444 shares of common stock subject to “in the money” stock appreciation rights multiplied by $31.34 per share (the difference between $37.50 per share and the weighted average exercise price of such stock appreciation rights of $6.16 per share) plus (y) $188,527, representing the aggregate amount of previously unpaid dividends or dividend equivalents thereon, |
in each case, as of January 31, 2022.
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 |
— | — | — | — | — |