EX-FILING FEES 5 d162709dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-1 and Form S-4

(Form Type)

BellRing Distribution, LLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities

Newly Registered Securities

 

    

Security

Type

  

Security

Class

Title

   Fee
Calculation
or Carry
Forward
Rule(2)
  Amount
Registered (1)
     Proposed
Maximum
Offering
Price Per
Unit(2)
     Proposed
Maximum
Aggregate
Offering
Price(2)
     Fee
Rate
     Amount of
Registration
Fee
 

Fees to Be Paid

   Equity    Common stock, par value $0.01 per share    457(a)     121         $ 3,349.28        0.0000927      $ 0.31  

Fees Previously Paid

   Equity    Common stock, par value $0.01 per share    457(a)     78,076,819         $ 2,023,751,148.48         $ 187,602  
   Total Offering Amounts

 

      $ 2,023,754,497.76           —    
   Total Fees Previously Paid(3)

 

            $ 189,845.43  
   Total Fee Offsets(3)

 

            $ 0.31  
   Net Fee Due(3)

 

            $ 0.00  

 

(1)

Represents only the additional number of shares of common stock of BellRing Distribution, LLC (“New BellRing”) (“New BellRing Common Stock”) being registered pursuant to this Registration Statement to be issuable upon completion of the distribution by Post Holdings, Inc. (“Post”) of New BellRing Common Stock contemplated by the Transaction Agreement and Plan of Merger, dated as of October 26,2021, as amended on February 28, 2022, among BellRing Brands, Inc. (“BellRing”), Post, New BellRing and BellRing Merger Sub Corporation, as described in this Registration Statement.

(2)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended, based on the book value (computed as of March 8, 2022, the most recent date for which such information is available) of the shares of Class A common stock, par value $0.01 per share, of BellRing.

(3)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $2,023,751,148.48 on its Registration Statement on Form S-4 and Form S-1 (File No. 333-261873), which was declared effective by the Securities and Exchange Commission on February 3, 2022. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $3,349.28 is hereby registered. A total of $189,845.43 was previously paid by New BellRing in connection with the filing of the Registration Statement on Form S-4 and Form S-1 on December 23, 2021 (File No. 333-261873) pursuant to Rule 457(f)(1), of which $187,602 was previously used to register 78,076,819 shares of New BellRing Common Stock pursuant to Rule 457(f)(2). Since the aggregate registration fees payable in connection with the transaction, including the additional shares registered herewith have previously been paid, no additional filing fee is paid herewith.


Carry Forward Securities

N/A

Table 2: Fee Offset Claims and Sources

Rule 457(b) and 0-11(a)(2)

 

   

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
 

Fees Offset

Claims

  BellRing Distribution, LLC   Form S-1 and S-4     333-261873     December 23, 2021     $ 0.31     Equity   Common stock, par value $0.01 per share      

Fee Offset

Sources

  BellRing Distribution, LLC   Form S-1 and S-4     333-261873        
March 10,
2022
 
 
    Equity   Common stock, par value $0.01 per share       $ 0.31  

Rule 457(p)

N/A

Table 3: Combined Prospectuses

N/A