EX-FILING FEES 19 d947029dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

New Cobra Pubco, 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   

Class A

Common  Stock

 

457(c),

457(f)(1) 

  219,279,693(1)   N/A   $8,391,187,744.86(2)   0.00015310   $1,284,690.84(3)          
 
Carry Forward Securities
                         

Carry

Forward

Securities

                       
                   
    Total Offering Amounts      $8,391,187,744.86     $1,284,690.84          
                   
    Total Fees Previously Paid          $0          
                   
    Total Fee Offsets          $0          
                   
    Net Fee Due                $1,284,690.84                

 

(1)

Represents the maximum number of shares of Class A Common Stock of New Cobra Pubco, Inc. (“New Viper”) issuable upon the completion of the transactions described in this registration statement based on the sum of:

 

   

(x) the sum of (i) the number of shares of Class A Common Stock of Sitio Royalties Corp. (“Sitio”) issued and outstanding as of June 25, 2025, (ii) the number of shares of Class C Common Stock of Sitio issued and outstanding as of June 25, 2025, including shares of Class C Common Stock that form part of unit awards of Sitio Royalties Operating Partnership, LP (which, together with a corresponding number of units of Sitio Royalties Operating Partnership, LP, are exchangeable for Class A Common Stock of Sitio on a 1-1 basis), and (iii) an estimate of the maximum number of shares of Class A Common Stock of Sitio issuable pursuant to the settlement of restricted stock unit awards (including, for avoidance of doubt, performance-based restricted stock unit awards (assuming 100% performance) and deferred restricted stock unit awards) of Sitio, (i) – (iii) collectively equal to 153,701,120 multiplied by (y) the exchange ratio of 0.4855 shares of Class A Common Stock of New Viper for each share of Class A Common Stock of Sitio; and

 

   

(x) the sum of (i) the number of shares of Class A Common Stock of Viper Energy, Inc. (“Viper”) issued and outstanding as of June 25, 2025, excluding shares of Class A Common Stock of Viper, if any, held by the stockholders of Viper that provided the Viper Written Consent (as defined in the Registration Statement), (ii) the number of shares of Class B Common Stock of Viper issued and outstanding as of June 25, 2025 (which, together with a corresponding number of units of Viper Energy Partners LLC, are exchangeable for Class A Common Stock of Viper on a 1-1 basis), excluding shares of Class B Common Stock of Viper held by the stockholders of Viper that provided the Viper Written Consent (as defined in the Registration Statement) and including options to acquire shares of Class B Common Stock of Viper, and (iii) an estimate of the maximum number of shares of Class A Common Stock of Viper issuable pursuant to the settlement of restricted stock unit awards (including, for avoidance of doubt, restricted stock units subject to performance-based vesting (assuming maximum performance)) of Viper collectively equal to 144,657,799 multiplied by (y) the exchange ratio of 1 share of Class A Common Stock of New Viper for each share of Class A Common Stock of Viper.

 

(2)

Estimated solely for purposes of calculating the amount of the registration fee and computed pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, the proposed maximum aggregate offering price is equal to the sum of:

 

   

(x) 153,701,120 (the number of shares of Class A Common Stock of Sitio calculated in accordance with part (x) in the first bullet point in footnote (1)), multiplied by (y) $18.51 (the average of the high and low prices of shares of Class A Common Stock of Sitio as reported on NYSE on June 25, 2025); and

 

   

(x) 144,657,799 (the number of shares of Class A Common Stock of Viper calculated in accordance with part (x) in the second bullet point in footnote (1)), multiplied by (y) $38.34 (the average of the high and low prices of shares of Class A Common Stock of Viper as reported on Nasdaq on June 24, 2025)

 

(3)

Calculated pursuant to Rule 457(f) of the Securities Act by multiplying the proposed maximum aggregate offering price by 0.00015310.