EX-FILING FEES 8 tm2325412d2_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-3 

(Form Type)

 

KNOT Offshore Partners LP 

(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
(1)
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price (2)
Fee Rate Amount of
Registration
Fee (2)
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 units representing limited partner interests $ $ $
Fees to be Paid Equity Other classes of units representing limited partner interests $ $ $
Fees to be Paid Other Options $ $ $
Fees to be Paid Other Warrants $ $ $
Fees to be Paid Other Rights $ $ $
Fees to be Paid Debt Debt Securities $ $ $
Fees to be Paid Unallocated (Universal) Primary Shelf Unallocated (Universal) Primary Shelf 457(o) $— $250,000,000   0.0001102 $27,550
Fees to be Paid Equity (Selling Unitholder) Common units representing limited partner interests 457(c) 9,920,267(3) $5.365(4)(5) $53,222,233(5) 0.0001102 $5,866
Carry Forward Securities
Carry Forward Securities $ $ $
    Total Offering Amounts $303,222,233        
    Total Fees Previously Paid $—        
    Total Fee Offsets $33,416        
    Net Fee Due $—        

 

(1) With respect to the primary offering, the proposed maximum aggregate offering price for each class of securities to be registered is not specified pursuant to Section (2)(iii)(b) of Item 9(b) to Form F-3.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 (the “Securities Act”). With respect to the primary offering, in no event will the aggregate initial offering price of all securities offered from time to time pursuant to this registration statement exceed $250 million. No separate consideration will be received for securities that are being registered that are issued in exchange for, or upon conversion or exercise of, the debt securities, rights, options, warrants or other classes of units representing limited partner interests being registered hereunder.
(3)

Pursuant to Rule 416(a) under the Securities Act, the number of common units being registered on behalf of the selling unitholder shall be adjusted to include any additional common units that may become issuable as a result of any unit distribution, split, combination or similar transaction.

(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, with respect to the common units to be sold by the selling unitholder listed herein based on the average of the high and low prices of our common units as reported on the New York Stock Exchange on September 1, 2023.
(5) The proposed maximum offering price per unit will be determined from time to time in connection with, and at the time of, the sale by the selling unitholder.

 

 

 

 

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
Aggregate
Offering

Amount

Associated

with Fee

Offset Claimed
Fee Paid
with Fee

Offset

Source
Rule 457(p)
Fee Offset Claims(1) KNOT Offshore Partners LP F-3 333-248518 September 1, 2020 $27,550 Unallocated (Universal) Shelf Unallocated (Universal) Shelf (2) (2)
Fee Offset Claims(1) KNOT Offshore Partners LP F-3 333-248518 September 1, 2020 $5,866 Common Units Common Units (2) (2)
Fee Offset Sources(1) KNOT Offshore Partners LP F-3 333-248518 September 1, 2020 Unallocated (Universal) Shelf Unallocated (Universal) Shelf $64,198,683 $8,350(3)
Fee Offset Sources(1) KNOT Offshore Partners LP F-3 333-218254 May 26, 2017 Unallocated (Universal) Shelf Unallocated (Universal) Shelf $323,898,300 $19,200(3)
Fee Offset Sources(1) KNOT Offshore Partners LP F-3 333-218254 May 26, 2017 Common Units Common Units 8,567,500 $193,197,125 $5,866(3)

  

 (1) The registrant has terminated or completed any offering that included the unsold securities under each prior registration statement.
 (2) Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting $33,416 of the fees associated with this registration statement from the filing fee previously paid by the registrant associated with (a) the unsold primary common units, other classes of units, options, warrants, rights and debt securities (“Primary Unsold Securities”) previously registered on KNOT Offshore Partners L.P.’s registration statement on Form F-3 initially filed September 1, 2020 (Registration No. 333-248518) (the “Prior Registration Statement”) and (b) the unsold 8,567,500 secondary common units previously registered on the Prior Registration Statement (the “Secondary Unsold Securities”).
 (3) The sources of the fee offset are (i) the Prior Registration Statement, from which $8,350 of the fees paid are associated with Primary Unsold Securities and (ii) KNOT Offshore Partners LP’s registration statement on Form F-3, initially filed May 26, 2017 (Registration No. 333-218254), from which $37,540 and $22,392 of the fees paid are associated with Primary Unsold Securities and Secondary Unsold Securities, respectively.  Approximately $841,317 aggregate offering price of common units and were sold by KNOT Offshore Partners LP under the Prior Registration Statement in October 2021.