0000825542S-3ASREX-FILING FEES00iso4217:USD00008255422025-01-102025-01-10000082554212025-01-102025-01-10000082554222025-01-102025-01-10000082554232025-01-102025-01-10000082554242025-01-102025-01-10000082554252025-01-102025-01-10000082554262025-01-102025-01-10
Calculation of Filing Fee Tables
Form S-3
(Form Type)
The Scotts Miracle-Gro Company
(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
|
| Fees to Be Paid | Equity | Common Shares, without par value | 457(r) | (1) | (1) | (1) | (2) | (2) | | | | |
| Equity | Preferred Shares, without par value | 457(r) | (1) | (1) | (1) | (2) | (2) | | | | |
| Debt | Debt Securities | 457(r) | (1) | (1) | (1) | (2) | (2) | | | | |
| Other | Depositary Shares | 457(r) | (1) | (1) | (1) | (2) | (2) | | | | |
| Other | Warrants | 457(r) | (1) | (1) | (1) | (2) | (2) | | | | |
| Other | Guarantees of Debt Securities | 457(r) | (1) | (1) | (1) | (2) | (2)(3) | | | | |
| 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 |
| Total Offering Amounts | | N/A | | N/A | | | | |
| Total Fees Previously Paid | | | | N/A | | | | |
| Total Fee Offsets | | | | N/A | | | | |
| Net Fee Due | | | | N/A | | | | |
(1) An indeterminate aggregate initial offering price or number of the securities of each class identified is being registered as may from time to time be offered at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon exercise, exchange or conversion of other securities. Securities registered hereunder may be sold separately or together with other securities registered hereunder.
(2) The registrant hereby states that it elects to rely on Rules 456(b) and 457(r) under the Securities Act to defer payment of all of the registration fees. Registration fees will be paid subsequently on a “pay as you go” basis. The registrant will calculate the registration fees applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect at the date of such fee payment.
(3) Guarantees of debt securities may be issued by those direct and indirect subsidiaries of The Scotts Miracle-Gro Company listed in the Registration Statement under the caption “Table of Additional Registrants.” Pursuant to Rule 457(n) of the Securities Act, no separate filing fee is payable in respect of the registration of the guarantees.
