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Maryland
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47-4122583
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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Faiz Ahmad
Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square 920 N. King Street Wilmington, DE 19801 (302) 651-3250 |
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P. Michelle Gasaway
Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Los Angeles, CA 90071 (213) 687-5000 |
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Large accelerated filer
☐
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Accelerated filer
☒
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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|
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 6 | | | |
| | | | | 8 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 25 | | | |
| | | | | 27 | | | |
| | | | | 33 | | | |
| | | | | 35 | | | |
| | | | | 35 | | |
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SEC registration fee
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| | | $ | 46,350(1) | | |
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Trustee and transfer agent fees
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| | | $ | * | | |
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Printing and engraving expenses
|
| | | $ | * | | |
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Legal fees and expenses
|
| | | $ | * | | |
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Accounting fees and expenses
|
| | | $ | * | | |
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Stock exchange fees
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| | | $ | * | | |
|
Miscellaneous expenses
|
| | | $ | * | | |
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Total
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| | | $ | * | | |
Exhibit
Number |
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Description of Exhibit
|
|
1.1* | | | Form of Underwriting Agreement | |
3.1 | | | | |
3.2 | | | | |
3.3 | | | | |
3.4 | | | | |
3.5 | | | | |
4.1 | | | | |
4.2 | | | Form of Debt Securities Indenture (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3/A filed on January 23, 2019) | |
4.3* | | | Form of Debt Security | |
4.4* | | | Form of Articles Supplementary for Preferred Stock | |
4.5* | | | Form of Preferred Share Certificate | |
4.6* | | | Form of Deposit Agreement (together with form of Depositary Receipt for Depositary Shares) | |
4.7* | | | Form of Warrant Agreement | |
5.1** | | | | |
5.2** | | | | |
23.1 | | | |
Exhibit
Number |
| |
Description of Exhibit
|
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23.2 | | | | |
23.3** | | | | |
23.4** | | | | |
24.1** | | | | |
25.1* | | | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended | |
107 | | | |
|
*
Adam D. Portnoy
|
| | Managing Director, President and Chief Executive Officer (principal executive officer) | | |
February 7, 2022
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|
|
*
Matthew P. Jordan
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| | Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | | |
February 7, 2022
|
|
|
*
Jennifer B. Clark
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| | Managing Director, Executive Vice President, General Counsel and Secretary | | |
February 7, 2022
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*
Ann Logan
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| | Independent Director | | |
February 7, 2022
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*
Rosen Plevneliev
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| | Independent Director | | |
February 7, 2022
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*
Jonathan Veitch
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| | Independent Director | | |
February 7, 2022
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*
Walter C. Watkins, Jr.
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| | Independent Director | | |
February 7, 2022
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated November 15, 2021 relating to the financial statements of The RMR Group Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended September 30, 2021. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 7, 2022
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Amendment No. 1 to Form S-3) and related Prospectus of The RMR Group Inc. for the registration of Class A common stock, preferred stock, depository shares, debt securities, and warrants and to the incorporation by reference therein of our report dated November 22, 2019, with respect to the consolidated financial statements of the RMR Group Inc. included in its Annual Report (Form 10-K) for the year ended September 30, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 7, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
The RMR Group Inc.
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered | Proposed Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid |
||||||||||||||||||||||||
Fees Previously Paid |
Equity | Class A common stock | ||||||||||||||||||||||
Equity | Preferred stock | |||||||||||||||||||||||
Equity | Depositary shares | |||||||||||||||||||||||
Debt | Debt securities | |||||||||||||||||||||||
Other | Warrants to purchase Class A common stock | |||||||||||||||||||||||
Other | Warrants to purchase preferred stock | |||||||||||||||||||||||
Other | Warrants to purchase debt securities | |||||||||||||||||||||||
Unallocated (Universal) Shelf | — | Rule 457(o) | (1)(2) | (1)(2) | $500,000,000(1)(2) | $0.0000927 | $46,350 | |||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities |
||||||||||||||||||||||||
Total Offering Amounts | ||||||||||||||||||||||||
Total Fees Previously Paid | ||||||||||||||||||||||||
Total Fee Offsets | ||||||||||||||||||||||||
Net Fee Due |
(1) | This registration statement covers up to $500,000,000 of an indeterminate principal amount or number of the securities of each identified class of securities, which may be offered from time to time in unspecified numbers and at indeterminate prices, and as may be issued upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including under any applicable anti-dilution provisions. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $500,000,000. |
(2) | Pursuant to Rule 416 of the Securities Act of 1933, as amended, or the Securities Act, the shares being registered hereunder include such indeterminate number of shares of Class A common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
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 |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset | ||||||||||||
Rules 457(b) and 0-11(a)(2) | ||||||||||||||||||||||
Fee Offset Claims | ||||||||||||||||||||||
Fee Offset Sources | ||||||||||||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | ||||||||||||||||||||||
Fee Offset Sources |
Table 3: Combined Prospectuses
Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Price of Securities Registered | Form Type | File Number | Initial Effective Date | ||||||