Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
BLUE OWL CAPITAL INC.
BLUE OWL FINANCE LLC*
BLUE OWL CAPITAL GP HOLDINGS LLC*
BLUE OWL CAPITAL GP LLC*
BLUE OWL CAPITAL HOLDINGS LP*
BLUE OWL CAPITAL CARRY LP*
BLUE OWL CAPITAL GROUP LLC*
BLUE OWL GPSC HOLDINGS LLC*
BLUE OWL CAPITAL GP HOLDINGS LP*
BLUE OWL GP STAKES GP HOLDINGS LLC*
BLUE OWL REAL ESTATE HOLDINGS LP*
BLUE OWL REAL ESTATE GP HOLDINGS LLC*
BLUE OWL CAPITAL HOLDINGS LLC*
(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 | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
| Fees to be Paid | Equity | Class A common stock, par value $0.0001 per share(3)(4) |
Rule 456(b) and Rule 457(r)(2) |
(1) | (1) | (1) | (2) | (2) | ||||||||||||||||
| Equity | Shares of preferred stock(3)(4) |
Rule 456(b) and Rule 457(r)(2) |
(1) | (1) | (1) | (2) | (2) | |||||||||||||||||
| Debt | Debt Securities(3)(4)(5) |
Rule 456(b) and Rule 457(r)(2) |
(1) | (1) | (1) | (2) | (2) | |||||||||||||||||
| Other | Guarantee of Debt Securities(3)(4)(5)(6) |
Rule 456(b) and Rule 457(r)(2) |
(1) | (1) | (1) | (2) | (2) | |||||||||||||||||
| Other | Depositary Shares(3)(4) |
Rule 456(b) and Rule 457(r)(2) |
(1) | (1) | (1) | (2) | (2) | |||||||||||||||||
| Other | Warrants(3)(4) | Rule 456(b) and Rule 457(r)(2) |
(1) | (1) | (1) | (2) | (2) | |||||||||||||||||
| Other | Units(3)(4) | Rule 456(b) and Rule 457(r)(2) |
(1) | (1) | (1) | (2) | (2) | |||||||||||||||||
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
| Carry Forward Securities | Unallocated (Universal) Shelf |
415(a)(6) | (2) | $1,000,000,000 | S-3 | 333-265660 | June 16, 2022 | $92,700 | ||||||||||||||||
| Total Offering Amounts | $1,000,000,000 | N/A | ||||||||||||||||||||||
| Total Fees Previously Paid | N/A | |||||||||||||||||||||||
| Total Fees Offsets | N/A | |||||||||||||||||||||||
| Net Fee Due | N/A | |||||||||||||||||||||||
| * | Co-Registrant |
| (1) | There is being registered hereby such indeterminate number or amount, as the case may be, of securities as may from time to time be issued at indeterminate prices. The securities registered hereby may be offered for U.S. dollars or the equivalent thereof in foreign currencies. |
| (2) | In accordance with Rule 415(a)(6) under the Securities Act of 1933, as amended, this registration statement carries over $1,000,0000,000 of unsold securities previously registered under the Registrant’s shelf registration statement on Form S-3 (Registration No. 333-265660), filed with the U.S. Securities and Exchange Commission on June 16, 2022 (which we refer to as the “Prior Registration Statement”), and the Registrant hereby offsets any registration fee that may be due under this registration statement by the amount of the registration fee (which we refer to as the “Previously Paid Registration Fee”) associated with the $1,000,0000,000 of unsold securities previously registered under the Prior Registration Statement. Except with respect to the Previously Paid Registration Fee, which is being carried over to this registration statement, the Registrant is deferring payment of the registration fee required in connection with this registration statement, and will pay any additional registration fees subsequently in advance or on a “pay-as-you-go” basis, in reliance on Rules 456(b) and 457(r) under the Securities Act. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the unsold securities registered under the Prior Registration Statement will be deemed terminated as of the effectiveness of this registration statement. |
| (3) | Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. |
| (4) | An indeterminate number of shares of Class A common stock, par value $0.0001 per share, may be issued from time to time upon exercise, conversion or exchange of other securities. |
| (5) | Debt securities may be issued by the Registrant and/or any of the Co-Registrants and may be issued without guarantees or may be guaranteed by one or more of the Co-Registrants. |
| (6) | No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees. |