SEC Info - Whole Earth Brands, Inc., et al. - ‘SC 13E3’ on 3/15/24 re: Whole Earth Brands, Inc.

Exhibit 107

CALCULATION OF FILING FEE TABLES

Schedule 13E-3

(Form Type)

Whole Earth Brands, Inc.

Ozark Holdings LLC

Sweet Oak Merger Sub, LLC

Sweet Oak Holdings LP

Sababa Holdings FREE LLC

Martin E. Franklin Revocable Trust

Sir Martin E. Franklin

(Exact Name of Registrant and Name of Persons Filing Statement)

Table 1: Transaction Valuation



	Proposed Maximum Aggregate Value of Transaction			Fee Rate		Amount of Filing Fee

Fees to be Paid	$	185,345,250.50	⁽¹⁾⁽²⁾		0.00014760	$	27,356.96	⁽³⁾

Fees Previously Paid	$	0				$	0

Total Transaction Valuation	$	185,345,250.50

Total Fees Due for Filing						$	27,356.96

Total Fees Previously Paid						$	0

Total Fee Offsets						$	27,356.96

Net Fee Due						$	0

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	Fee Paid with Fee Offset Source
Fee Offset Claims		PREM14A		March 15, 2024		$27,356.96
Fee Offset Sources	Whole Earth Brands, Inc.	PREM14A			March 15, 2024		$27,356.96

(1)

Aggregate number of securities to which transaction applies: As of March 12, 2024, the maximum number of shares of the Registrant’s common stock to which this transaction applies is estimated to be 47,951,673, which consists of (1) 33,953,426 shares of common stock entitled to receive the per share merger consideration of $4.875; (2) 214,556 shares of common stock reserved for issuance upon vesting of restricted stock awards, which may be entitled to receive the per share merger consideration of $4.875; (3) 2,125,713 shares of common stock reserved for issuance upon vesting of restricted stock units, which may be entitled to receive the per share merger consideration of $4.875; (4) 1,526,328 shares of common stock reserved for issuance upon vesting of performance-based restricted stock units, which may be entitled to receive the per share merger consideration of $4.875; and (5) 10,131,650 shares of common stock underlying outstanding warrants, which may be entitled to receive approximately $0.096 per share.

(2)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of March 12, 2024, the underlying value of the transaction was calculated based on the sum of (1) the product of 33,953,426 shares of common stock and the per share merger consideration of $4.875; (2) the product of 214,556 shares of common stock reserved for issuance upon vesting of restricted stock awards and the per share merger consideration of $4.875; (3) the product of 2,125,713 shares of common stock reserved for issuance upon vesting of restricted stock units and the per share merger consideration of $4.875; (4) the product of 1,526,328 shares of common stock reserved for issuance upon vesting of performance-based restricted stock units and the per share merger consideration of $4.875; and (5) the product of 10,131,650 shares of common stock underlying outstanding warrants and $0.096 (which is the difference between the per share merger consideration of $4.875 and the estimated, as-adjusted exercise price of $4.827, multiplied by two to account for the fact that two (2) warrants are exercisable for one (1) share of common stock and one (1) warrant may not be exercised for a fractional share, for any holder who properly exercises two warrants for one whole share of common stock within 30 days following the public disclosure of the closing of the transaction).

(3)	In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in Note 2 above by .00014760.

(4)	Whole Earth Brands, Inc. previously paid $27,356.96 upon the filing of its Preliminary Proxy Statement on Schedule 14A on March 15, 2024 in connection with the transaction reported hereby.

This ‘SC 13E3’ Filing	Date	Other Filings

Filed on:	3/15/24	PREM14A
	3/12/24	10-K, 8-K
		List all Filings

Whole Earth Brands, Inc., et al. – ‘SC 13E3’ on 3/15/24 re: Whole Earth Brands, Inc. – ‘EX-FILING FEES’

On: Friday, 3/15/24, at 5:15pm ET · Accession #: 1140361-24-13555 · File #: 5-90989

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Tender-Offer Statement by an Issuer – Going-Private Transaction — Schedule 13E-3 — Rule 13e-3

Filing Table of Contents

‘EX-FILING FEES’ — Exhibit 107

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