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 | Equity | Common Stock, $0.01 par value per share(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | ||||||||||||||||
| Equity | Preferred Stock, $0.01 par value per share(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | |||||||||||||||||
| Other | Depository Shares(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | |||||||||||||||||
| Debt | Debt Securities(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | |||||||||||||||||
| Other | Warrants(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | |||||||||||||||||
| Other | Subscription Rights(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | |||||||||||||||||
| Other | Purchase Contracts(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | |||||||||||||||||
| Other | Purchase Units(1) | Rule 456(b) and Rule 457(r)(2) | (3) | (3) | (3) | (2) | (2) | |||||||||||||||||
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
| Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||
| Total Offering Amounts | N/A | |||||||||||||||||||||||
| Total Fees Previously Paid | N/A | |||||||||||||||||||||||
| Total Fee Offsets | $129,800(4) | |||||||||||||||||||||||
| Net Fee Due | N/A | |||||||||||||||||||||||
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 | ||||||||||||
| Rules 457(b) and 0-11(a)(2) | ||||||||||||||||||||||
Fees Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||
Fees Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||
| Rule 457(p) | ||||||||||||||||||||||
Fees Offset Claims | Brookdale Senior Living Inc. | S-3 | 333-244394 | August 11, 2020 | $129,800(4) | Unallocated (Universal) Shelf | (4) | (4) | $1,000,000,000 | |||||||||||||
Fees Offset Sources | Brookdale Senior Living Inc. | S-3 | 333-244394 | August 17, 2020 | (2) | |||||||||||||||||
| (1) | Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. |
| (2) | The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. |
| (3) | An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices. |
| (4) | The registrant previously registered an indeterminate amount of securities having an aggregate offering price up to $1,000,000,000, pursuant to 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. As of the date of this registration statement, the registrant sold an aggregate of $0, representing $0 in registration fees, of such securities under the Prior Registration Statement, leaving the balance of $1,000,000,000, representing $129,800 in registration fees, of such unsold securities under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $129,800 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Registration Statement and were not sold thereunder will continue to be applied to the securities included in this registration statement, and the offering of securities by Brookdale Senior Living Inc. under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |
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