EX-FILING FEES 7 d475371dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-4

(Form Type)

Kodiak Gas Services, 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

 

Proposed

Maximum

Offering

Price Per

Share

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee(3)

 

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   Common stock, par value $0.01 per share   Other   12,426,242(1)     $254,304,484(2)   0.00014760   $37,535.35          
                         

Fees

Previously

Paid

                         
 
Carry Forward Securities
                         

Carry

Forward

Securities

                         
                   
    Total Offering Amounts      $254,304,484     $37,535.35          
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets                   
                   
    Net Fees Due                $37,535.35                

 

(1)

Represents the estimated maximum number of shares of common stock, par value $0.01 per share, of Kodiak Gas Services, Inc. (“Kodiak Common Stock”) that may be issued or issuable to holders of common units of CSI Compressco LP (“Partnership Common Units”), upon the completion of the mergers described in this registration statement on Form S-4. The number of shares of Kodiak Common Stock being registered is based on the product of (x) 0.086, the exchange ratio for the mergers and (y) the sum of (a) 141,995,028, the estimated number of Partnership Common Units that may be issued and outstanding as of immediately prior to the mergers, (b) 1,763,587, the estimated number of Partnership Common Units underlying outstanding time-based phantom units of the Partnership that may be issued and outstanding as of immediately prior to the mergers, (c) 57,982, the estimated number of Partnership Common Units underlying outstanding accumulated but not yet settled distribution equivalent rights of the Partnership that may be issued and outstanding as of immediately prior to the mergers and (d) 674,587, the estimated maximum number of notional general partner units of the Partnership that may be issued and outstanding as of immediately prior to the mergers (the foregoing sum, collectively, the “Total Partnership Equity”).

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and computed pursuant to Rules 457(f) and 457(c) thereunder. The proposed maximum aggregate offering price is solely for the purpose of calculating the registration fee and was calculated based upon the market value of Partnership Common Units (the securities to be exchanged and cancelled in the mergers) as the product of (A) $1.76, the average of the high and low prices per share of Partnership Common Units as reported on the NASDAQ Stock Market LLC on January 5, 2024, which is within five business days prior to the filing of this registration statement on Form S-4 by (B) 144,491,184, the Total Partnership Equity to be cancelled and exchanged for shares of Kodiak Common Stock or time based restricted stock units of Kodiak, as applicable, upon the consummation of the mergers.

(3)

Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $147.60 per $1,000,000 of the proposed maximum aggregate offering.