Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Brookdale Senior Living 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 | Other | 7.00% Tangible Equity Units | Rule 457(r) and 457(p) | 2,875,000(1) | $50.00 | $143,750,000(1) | $0.0001102 | $15,841.25 | ||||||||||||||||
Equity | Purchase Contract included as part of the Units | Rule 457(i) | — | — | —(2) | |||||||||||||||||||
Equity | Common Stock, $0.01 par value per share underlying the Purchase Contracts | Rule 457(i) | — | — | —(2) | |||||||||||||||||||
Debt | Amortizing Note included as part of the Units | Rule 457(i) | — | — | —(2) | |||||||||||||||||||
Total Offering Amounts | $15,841.25 | |||||||||||||||||||||||
Total Fees Previously Paid | N/A | |||||||||||||||||||||||
Total Fee Offsets | $129,800.00(3) | |||||||||||||||||||||||
Net Fee Due | $0.00 |
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 Source | ||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fees Offset Claims | Brookdale Senior Living Inc. | S-3 | 333-244394 | August 11, 2020 | $129,800(3) | Unallocated (Universal) Shelf | $1,000,000,000 | |||||||||||||||
Fees Offset Sources | Brookdale Senior Living Inc. | S-3 | 333-244394 | August 17, 2020 | (2) |
(1) | Includes Units that may be issued upon exercise of the 30-day option granted to the underwriters to purchase additional Units. |
(2) | No fee pursuant to Rule 457(i) under the Securities Act. |
(3) | Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the registration fee due in connection with this filing against the $129,800 unused balance from the registration fee associated with unsold securities, which registration fee was previously paid by the Registrant in connection with a Registration Statement on Form S-3 (Registration No. 333-244394) filed with the Securities and Exchange Commission on August 11, 2020 (the “Prior Registration Statement”) and declared effective on August 17, 2020. Pursuant to Rule 457(p) under the Securities Act, the $15,841.25 filing fee currently due in connection with this filing is offset in whole against the $129,800 remaining balance for such unsold securities under the Prior Registration Statement resulting in a fee of $113,958.75 remitted with this filing. |