EX-FILING FEES 4 d566088dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Calumet, Inc.

(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   Common Stock   Other    85,723,093 (1)    $15.485    $1,327,422,095 (2)     0.00014760     $195,928                 
  Equity    Warrants to Purchase 
Common Stock
  Other   2,000,000 (3)   N/A   N/A   N/A   N/A (4)                
  Equity   Common Stock
Underlying Warrants
  Other   2,000,000 (5)   $15.485   $30,970,000 (6)   0.00014760   $4,571                
                         

Fees Previously 

Paid

  N/A   N/A   N/A   N/A   N/A   N/A       N/A                
 
Carry Forward Securities
                         

Carry

Forward

Securities

  N/A   N/A   N/A   N/A       N/A           N/A   N/A   N/A   N/A
                 
    Total Offering Amounts    $1,358,392,095       $200,499                
                 
    Total Fees Previously Paid            N/A                
                 
    Total Fee Offsets            N/A                
                 
    Net Fee Due            $200,499                

 

(1)

Represents the estimated maximum number of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Calumet, Inc. (the “Registrant”) to be issued in the Conversion (as defined in this Registration Statement on Form S-4) to holders of equity securities of Calumet GP, LLC (the “General Partner”) and Calumet Specialty Products Partners, L.P. (the “Partnership”), based on the number of common units representing limited partner interests in the Partnership (“common units”) outstanding as of February 28, 2024.

 

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, as amended (the “Securities Act”), and calculated in accordance with Rules 457(c) and (f)(1) under the Securities Act. Such amount was calculated based upon the market value of the common units as follows: the product of (a) $15.485, the average of the high and low prices per unit of the common units as reported on the Nasdaq Global Select Market on March 4, 2024 and (b) 85,723,093, the estimated maximum number of shares of Common Stock to be issued in the Conversion based on the number of common units outstanding as of February 28, 2024 and 5,500,000 shares of Common Stock issuable together with 2,000,000 Warrants (as defined below) in exchange for all outstanding equity interest of the General Partner.

 

(3)

Represents 2,000,000 warrants to acquire shares of Common Stock (the “Warrants”) with a per share exercise price of $20.00 (subject to adjustment), issuable together with 5,500,000 shares of Common Stock in exchange for all outstanding equity interests of the General Partner.

 

(4)

No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.

 

(5)

Represents 2,000,000 shares of Common Stock, issuable upon exercise of the Warrants.

 

(6)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated in accordance with Rules 457(c) and (f)(1) under the Securities Act. Such amount was calculated based upon the market value of common units as follows: the product of (a) $15.485, the average of the high and low prices per unit of the common units as reported on the Nasdaq Global Select Market on March 4, 2024 and (b) 2,000,000, the number of shares of Common Stock issuable upon exercise of the Warrants.