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S-3 Filing
Solaris Energy Infrastructure (SEI) S-3Shelf registration
Filed: 18 Nov 24, 4:51pm
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Solaris Energy Infrastructure, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered 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 Unsold Securities to be Carried Forward | |||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||
Fees to be Paid | ||||||||||||||||||||||||||||||
Primary Offering: | Equity | Class A Common Stock (par value $0.01 per share) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||
Equity | Preferred Stock (par value $0.01 per share) | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||
Unallocated (Universal Shelf) | — | 457(o) | (1) | (2) | $ | 500,000,000 | (3) | 0.00015310 | $ | 76,550 | (4) | |||||||||||||||||||
Secondary Offering: | Equity | Class A Common Stock (par value $0.01 per share) | 457(c) | 12,294,549 (5) | $16.84 (6) | $ | 207,040,206 | (6) | 0.00015310 | $ | 31,698 | (7) | — | — | — | — | ||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||
Carry Forward Securities: | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||
Total Offering Amounts | $ | 707,040,206 | $ | 108,248.00 | ||||||||||||||||||||||||||
Total Fees Previously Paid | $ | 0 | ||||||||||||||||||||||||||||
Total Fee Offsets | $ | 0 | ||||||||||||||||||||||||||||
Net Fee Due | $ | 108,248.00 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices. This registration statement on Form S-3 also covers an indeterminate amount of securities that may be issued in exchange for, or upon conversion or exercise of, as the case may be, the preferred stock registered hereunder. |
(2) | The proposed maximum aggregate offering price will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b of the Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form S-3 under the Securities Act. |
(3) | Estimated solely for the purposes of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
(4) | Calculated in accordance with Rule 457(o) under the Securities Act. |
(5) | Includes 12,294,549 shares of Class A common stock, par value $0.01 per share, of the registrant issuable upon redemption of units in Solaris Energy Infrastructure, LLC (together with an equal number of shares of the registrant’s Class B common stock, par value $0.00 per share). Pursuant to Rule 416(a) under the Securities Act, the amount of Class A common stock being registered on behalf of the selling stockholders shall be adjusted to include any additional Class A common stock that may become issuable as a result of any distribution, split, combination or similar transaction. |
(6) | Pursuant to Rule 457(c) of the Securities Act, the registration fee is calculated on the basis of the average of the high and low sale prices of the registrant’s common stock on November 8, 2024, as reported on the New York Stock Exchange. |
(7) | Calculated pursuant to Rule 457(c) of the Securities Act. |