Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
KinderCare Learning Companies, 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(1) |
Proposed Maximum Offering Price Per Security |
Proposed Maximum Aggregate Offering Price(1) |
Fee Rate | Amount of Registration Fee | |||||||||
Newly Registered Securities | ||||||||||||||||
Fees to be Paid |
Equity | Common Stock, par value $0.01 per share | Rule 457(a) | 27,600,000 | $27.00 | $745,200,000(2) | 0.00014760 | $109,992.00 | ||||||||
Fees Previously Paid |
Equity | Common Stock, par value $0.01 per share | Rule 457(o) | $105,000,000(3) | 0.00014760 | $15,498.00 | ||||||||||
Total Offering Amount | $745,200,000 | $109,992.00 | ||||||||||||||
Total Fees Previously Paid | $15,498.00 | |||||||||||||||
Total Fees Offsets | $42,205.59(4) | |||||||||||||||
Net Fee Due | $52,289.00 |
(1) | Includes 3,600,000 shares the underwriters have the option to purchase. |
(2) | Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
(3) | Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(o) under the Securities Act. |
(4) | A registration fee of $57,703.59 was previously paid in connection with the Prior S-1 (defined below) with $9,270 paid at the initial filing of the Registration Statement and $48,433.59 paid with the amended Registration Statement. In accordance with Rule 457(o) under the Securities Act, the total amount of the registration fee due upon the initial filing of this Registration Statement on September 6, 2024 (File No. 333-281971) was offset by $15,498.00, leaving an aggregate of $42,205.59 in fees available for offset immediately prior to the filing of this amended Registration Statement on September 30, 2024. |
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 | ||||||||||||
Rules 457(b) and 0-11(a)(2) | ||||||||||||||||||||||
Fee Offset Claims |
||||||||||||||||||||||
Fee Offset Sources |
||||||||||||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims |
KC Holdco, LLC(1) | S-1 | 333-260337(2) | October 18, 2021 | $42,205.59 | Equity | Common stock, $0.01 par value per share | $622,476,729 | ||||||||||||||
Fee Offset Sources |
KC Holdco, LLC(1) | S-1 | 333-260337(2) | November 8, 2021 | $57,703.59 |
(1) | In 2022, KC Holdco, LLC was converted into a Delaware corporation and renamed KinderCare Learning Companies, Inc. |
(2) | The Registrant paid a registration fee of $57,703.59 in connection with the registration of $622,476,729 of shares of common stock, par value $0.01 per share, pursuant to the amended Registration Statement on Form S-1, filed on November 8, 2021 (File No. 333-260337) by KC Holdco, LLC, of which $9,270.00 was previously paid in connection with the Registration Statement on Form S-1, filed on October 18, 2021 (File No. 333-260337) (together, the “Prior S-1”). The Prior S-1 was not declared effective by the Securities and Exchange Commission, and no securities were issued or sold thereunder. The Prior S-1 was withdrawn by filing a Form RW on July 26, 2023. In accordance with Rule 457(p) under the Securities Act, the total amount of the registration fee due upon the initial filing of this Registration Statement was offset by $15,498.00, leaving an aggregate of $42,205.59 in fees available for offset immediately prior to the filing of this amended Registration Statement on September 30, 2024. |