0001314381S-3ASREX-FILING FEESfalseFNB Financial Services, LPFNB Financial Services, LPFNB Financial Services, LPfalsetruetrue 0001314381 2024-08-28 2024-08-28 0001314381 1 2024-08-28 2024-08-28 0001314381 1 2024-08-28 2024-08-28 0001314381 2 2024-08-28 2024-08-28 0001314381 3 2024-08-28 2024-08-28 iso4217:USD xbrli:pure
Calculation of Filing Fee Tables
(Form Type)
FNB Financial Services, LP
(Exact name of Registrant as specified in its certificate of limited partnership)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| | 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 | |
Be Paid | | Debt(1) | | Subordinated Notes | | Rule 457(o) | | | | | | | | | $500,000,000.00 | | | | 0.0001476 | | | $73,800.00 | | | | | | | | | | | | | | | | |
Fees Previously Paid | | N/A | | N/A | | N/A | | N/A | | | N/A | | | | N/A | | | | | | | N/A | | | | | | | | | | | | | | | | |
Carry Forward Securities | |
| | Total Offering Amounts | | | | | | | $500,000,000 | | | | | | | $73,800.00 | | | | | | | | | | | | | | | | |
| | Total Fees Previously Paid | | | | | | | | | | | | | | $0.00 | | | | | | | | | | | | | | | | |
| | Total Fee Offsets | | | | | | | | | | | | | | $23,183.00 | | | | | | | | | | | | | | | | |
| | Net Fee Due | | | | | | | | | | | | | | $50,617.00 | | | | | | | | | | | | | | | | |
Offering Note
(1) | This Registration Statement is also registering, pursuant to the Note to General Instruction I.C. of Form S-3, the full and unconditional guarantee of the Subordinated Notes by FNB. |
Table 2: Fee Offset Claims and Sources
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| | 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) |
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| | FNB Financial Services, LP(1)(2) FNB Corp/PA/ | | S-3ASR | | 333-259204 | | 8/31/2021 | | | | $818 | | Debt | | Subordinated Term Notes of F.N.B. Corporation | | N/A | | 7,500,000 | | |
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| | FNB Financial Services, LP(1)(3) FNB Corp/PA/ | | S-3ASR | | 333-259204 | | 8/31/2021 | | | | $22,365 | | Debt | | Nonnegotiable Subordinated Notes, Series 2021 of FNB Financial Services, LP | | N/A | | $197,500,000 | | |
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| | FNB Financial Services, LP FNB Corp/PA/ | | S-3ASR | | 333-259204 | | | | 8/31/2021 | | | | | | | | | | | | $32,751.82 |
(1) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(p) and (o) under the Securities Act. Under Rule 457(p), $23,183 of the $32,751.82 filing fee previously paid for the Form S-3, File Nos. 333-259204 and 333-259204-01 (the “Existing Form S-3ASR”) is offset against the currently due total $73,800 filing fee associated with this Registration Statement. The offering of any unsold securities under the Existing Form S-3ASR will be deemed terminated as of the date of effectiveness of this Registration Statement. |
(2) | Represents (a) $7,500,000 of Term Notes of F.N.B. Corporation (“FNB”), which were previously registered on the Existing Form S-3ASR, and which are expected to continue to be offered to existing holders of FNB Term Notes upon renewal of their existing FNB Term Notes pursuant to this Registration Statement; and (b) $818 of the $32,751.82 filing fee previously paid with respect to such prior registration statement which is carrying over to this Registration Statement and which is not required to be paid herewith. |
(3) | Represents (a) $197,500,000 of Nonnegotiable Subordinated Notes of FNB Financial Services, LP, which were previously registered on the Existing Form S-3ASR and which convert to Series 2024 Notes to be offered pursuant to this Registration Statement; and (b) $22,365 of the $32,751.82 filing fee previously paid with respect to such prior registration statement which is carrying over to this Registration Statement and which is not required to be paid herewith. |