EX-FILING FEES 9 tm2512254d3_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-4

(Form Type)

 

Mallinckrodt plc

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

 

 

 

Security
Type

 

 

 

Security Class
Title(1)

Fee
Calculation or
Carry Forward

Rule

 

 

 

Amount
Registered

Proposed
Maximum
Offering Price

Per Unit

 

 

Maximum
Aggregate
Offering Price

 

 

 

Fee Rate

 

 

Amount of
Registration Fee

Newly Registered Securities

Fees to Be Paid

Equity

Ordinary shares, par value $0.001 per share

 

457(c), 457(f)(1) and 457(f)(3)

21,529,761 shares (2) N/A $1,549,279,196.16 (3) 0.0001531 $237,194.65
Carry Forward Securities

Carry Forward Securities

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

 

N/A

    Total Offering Amounts   $1,549,279,196.16   $237,194.65
    Total Fees Previously Paid       $0
    Total Fee Offsets       $0
    Net Fee Due       $237,194.65

 

 

(1)This registration statement on Form S-4 (this “Registration Statement”) relates to the registration of ordinary shares (the “Mallinckrodt Shares”), par value $0.01 per share, Mallinckrodt plc (“Mallinckrodt”) issuable to shareholders of Endo, Inc. (“Endo”) in connection with the merger (the “Merger”) of Salvare Merger Sub, LLC with and into Endo, pursuant to the Transaction Agreement, dated as of March 13, 2025 (the “Transaction Agreement”), by and among the registrant, Salvare Merger Sub, LLC, a wholly owned subsidiary of the registrant, and Endo.

 

(2)Represents the maximum number of Mallinckrodt Shares estimated to be issuable in connection with consummation of the Merger. The number of Mallinckrodt Shares being registered was calculated as the product obtained by multiplying (i) 76,563,872 shares of Endo common stock, par value $0.01 per share (“Endo Shares”), being the estimate for the maximum number of Endo Shares that could be outstanding immediately prior to the Merger and (ii) an exchange ratio of 0.2812 Mallinckrodt Share for each Endo Share entitled to receive Mallinckrodt Shares upon consummation of the Merger, being the estimate for the maximum exchange ratio in accordance with the terms of the Transaction Agreement.

 

(3)Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) under the Securities Act, based on (i) the market value of the estimated maximum number of Endo Shares entitled to receive Mallinckrodt Shares upon consummation of the Merger, which is equal to the product of (a) the number set forth in clause (i) of the preceding footnote and (b) $21.28, the average of the high and low sale prices of Endo Shares on the OTCQX market on April 21, 2025, minus (ii) $80,000,000, which is the minimum aggregate amount of cash to be paid by Mallinckrodt in exchange for the cancellation of the Endo Shares in the Merger.