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How to Calculate Fees

April 14, 2015

1933 Act Filing Example 1

Company A files a registration statement on August 30, 2003, covering a proposed public offering of one million shares of common stock. The registration statement also covers an offering of notes totaling $500 million. Company A’s common stock is trading on NASDAQ at $16 1/2 per share. The 1933 Act fee for the registration statement would be $41,784.85 based on the fiscal year 2003 fee rate of $80.90 per million dollars. The calculation is presented below.

Example Calculation of Registration Fee

Title of Securities being Registered

Amount to be Registered

Proposed Maximum Offering Price Per Unit

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee

Common Stock 1,000,000 $16.50 $16,500,000 $1,334.85
Debt $500,000,000 $40,450.00
Total $516,500,000 $41,784.85

Step 1: Amount to be Registered X Price = Aggregate Offering Price

Step 2: Aggregate Offering Price X Fee Rate of 0.0000809 = Registration Fee

1934 Act Filing Example 1

In general, the fee is determined by multiplying the value of the transaction times the current fee rate. The value of the transaction is equal to one of the following:

  • For going private transactions, the value of the securities to be acquired by the acquiring company
  • For proxy statements relating to  a merger, acquisitions or consolidation, the proposed cash and value of securities and other property to be transferred to the acquiring company
  • For proxy statements relating to proposed sale of assets, the aggregate of cash and the value of securities and other property to be received by the registrant
  • For tender offers, the value of securities or other property offered by the bidder

1934 Act Filing Example 2

On January 8, 2003 Company A makes a $1 billion cash tender offer for the securities of Company B. The fee required with the SC TO-T filing by Company A is $92,000. The fee was calculated by multiplying the bid amount times the fee charge of 0.000092

$1,000,000,000 X 0.000092 = $92,000

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