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Document/Exhibit Description Pages Size
1: SC 13E3 Tender-Offer Statement by an Issuer - HTML 155K
Going-Private Transaction
12: EX-FILING FEES Filing Fees HTML 25K
2: EX-99.C2 Miscellaneous Exhibit HTML 35K
3: EX-99.C3 Miscellaneous Exhibit HTML 58K
4: EX-99.C4 Miscellaneous Exhibit HTML 33K
5: EX-99.C5 Miscellaneous Exhibit HTML 58K
6: EX-99.C6 Miscellaneous Exhibit HTML 27K
7: EX-99.C7 Miscellaneous Exhibit HTML 35K
8: EX-99.D2 Miscellaneous Exhibit HTML 16K
9: EX-99.D3 Miscellaneous Exhibit HTML 58K
10: EX-99.D4 Miscellaneous Exhibit HTML 71K
11: EX-99.D7 Miscellaneous Exhibit HTML 15K
| EX-FILING FEES |
Exhibit 107
EX-FILING FEES
CALCULATION OF FILING FEE TABLES
SC 13E3
(Form Type)
Agiliti, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1 to Paragraph (a)(7)
| Proposed Maximum Aggregate Value of Transaction |
Fee rate |
Amount of Filing Fee | ||||
| Fees to Be Paid |
$390,260,021.28 (1) | 0.00014760 | $57,602.38(2) | |||
| Fees Previously Paid |
$57,602.38(3) | |||||
| Total Transaction Valuation |
$390,260,021.28 | |||||
| Total Fees Due for Filing |
$0 | |||||
| Total Fees Previously Paid |
$57,602.38 | |||||
| Total Fee Offsets |
$57,602.38 | |||||
|
Net Fee Due |
$0.00 | |||||
Table 2 to Paragraph (a)(7)
| 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 |
Agiliti, Inc. | PREM14C | 001-40361 | March 12, 2024 | $57,602.38 | |||||||||
|
Fee Offset Sources |
Agiliti, Inc. | PREM14C | 001-40361 | March 12, 2024 | $57,602.38(3) | |||||||||
| (1) | Solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated by adding (a) 37,338,804 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) were issued and outstanding entitled to receive the per share merger consideration (which excludes the 98,195,398 Common Stock held by THL Agiliti LLC, excludes 122,045 Shares held by Thomas J. Leonard, but includes 9,015 shares underlying Restricted Stock Units), multiplied by the per share merger consideration of $10.00, plus (b) the product of 3,613,528 shares of Common Stock underlying outstanding options that have an exercise price less than $10.00, and $4.51 (which is the difference between the per share merger consideration of $10.00 and the weighted average exercise price of the outstanding options of $5.49 as of February 19, 2024); plus (c) the product of 57,497 shares of Common Stock underlying the outstanding 2021 Performance Restricted Stock Units and the per share merger consideration of $10.00. As of February 19, 2024, there were 135,647,232 shares of Common Stock issued and outstanding. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, was calculated by multiplying $390,260,021.28 by 0.00014760. |
| (3) | Agiliti, Inc. previously paid $57,602.38 upon the filing of its Preliminary Information Statement on Schedule 14C on March 12, 2024, in connection with the transaction reported hereby. |
| This ‘SC 13E3’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/12/24 | PREM14C | ||
| 2/19/24 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/15/24 Agiliti, Inc./DE SC 13E3/A 1:162K Agiliti, Inc./DE Donnelley … Solutions/FA 4/11/24 Agiliti, Inc./DE SC 13E3/A 1:162K Agiliti, Inc./DE Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/12/24 Agiliti, Inc./DE PREM14C 3/12/24 2:1.5M Donnelley … Solutions/FA 2/16/24 Agiliti, Inc./DE 8-K:1,2,9 2/14/24 11:1.4M 8/12/21 Agiliti, Inc./DE 10-Q 6/30/21 80:8.3M Toppan Merrill Bridge/FA 1/10/19 Agiliti, Inc./DE 8-K:1,2,3,5 1/04/19 14:3.7M Toppan Merrill/FA |