EX-FILING FEES 5 tm2320675d2_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Equitrans Midstream Corporation

(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 Share
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 Series A Perpetual Convertible Preferred Shares, no par value

457(i)

10,864,719 - - - - - - - -
Equity Underlying Common Stock, no par value

457(c) and 457(i)

10,864,719 (1)(2) $9.49 (3) $103,106,183.31 (3) 0.00011020 $11,362.30 (3)(4) - - - -
Fees Previously Paid - - - - - - - - - - - -
Carry Forward Securities
Carry Forward Securities Equity Series A Perpetual Convertible Preferred Shares, no par value 415(a)(6) 19,153,727 (5) - - - - S-3ASR (5) 333-239828 (5) July 13, 2020 (5) -
Equity Underlying Common Stock, no par value 415(a)(6) 19,153,727 (5) (5) $273,768,227.52 (5) (5) (5) S-3ASR (5) 333-239828 (5) July 13, 2020 (5) $22,673.72 (5)
  Total Offering Amounts   $376,874,410.83 (5)   $11,362.30        
  Total Fees Previously Paid                
  Total Fee Offsets       -        
  Net Fee Due       $11,362.30        

 

(1) Represents the number of shares of common stock issuable upon the conversion (the “underlying common stock”) in full of 10,864,719 Series A Perpetual Convertible Preferred Shares, no par value (“Series A Preferred Stock”).

(2) An unspecified number of additional shares of underlying common stock is being registered as may be issued from time to time upon conversion of the Series A Preferred Stock into common stock pursuant to anti-dilution adjustments with respect to the Series A Preferred Stock.

(3) The proposed maximum offering price per share and the proposed maximum aggregate offering price were estimated solely for purposes of calculating the registration fee, based on the average of the high and low prices for our common stock as quoted on the New York Stock Exchange on June 29, 2023, in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”).

(4) Pursuant to Rule 457(i) under the Securities Act, a single registration fee is payable with respect to the Series A Preferred Stock and the underlying common stock.

(5) We previously registered for resale on Form S-3 (No. 333-239828) (the “Expiring Registration Statement”) (i) 30,018,446 Series A Preferred Stock and (ii) 30,018,446 shares of underlying common stock (collectively, the “previously offered securities”). In connection with the filing of the Expiring Registration Statement, pursuant to Rule 457(i) under the Securities Act, which requires a single registration fee with respect to the Series A Preferred Stock and the underlying common stock, we made a fee payment in the amount of $35,535.12 in relation to the shares of underlying common stock calculated pursuant to Rule 457(c) under the Securities Act. As of the date of this registration statement, 19,153,727 shares of the previously offered Series A Preferred Stock and 19,153,727 shares of the underlying common stock remain unsold. Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes the 19,153,727 shares of the previously offered Series A Preferred Stock and 19,153,727 shares of the underlying common stock covered by the Expiring Registration Statement, and the registration fee that has already been paid and remains unused with respect to such securities will be applied to the securities being registered pursuant to this registration statement. In accordance with Rule 415(a)(6) under the Securities Act, the offering of the unsold securities under the Expiring Registration Statement will be terminated upon the filing of this registration statement.