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SC TO-T Filing
CDK Global (CDK) SC TO-TThird party tender offer statement
Filed: 22 Apr 22, 4:57pm
Exhibit 107
EX-FILING FEES
Calculation of Filing Fee Tables
SCHEDULE TO
(Rule 14d-100)
CDK GLOBAL, INC.
(Name of Subject Company (Issuer))
CENTRAL MERGER SUB INC.
(Name of Filing Person (Offeror))
a wholly owned subsidiary of
CENTRAL PARENT LLC
(Name of Filing Person (Parent of Offeror))
Table 1 - Transaction Value
Transaction Valuation* | Fee rate | Amount of Filing Fee** | ||||||||||
Fees to Be Paid | $ | 6,600,439,216 | 0.0000927 | $ | 611,860.72 | |||||||
Fees Previously Paid | $ | 0.00 | $ | 0.00 | ||||||||
Total Transaction Valuation* | $ | 6,600,439,216 | ||||||||||
Total Fees Due for Filing | $ | 611,860.7153 | ||||||||||
Total Fees Previously Paid | $ | 0.00 | ||||||||||
Total Fee Offsets | 0.00 | |||||||||||
Net Fee Due | $ | 611,860.72 |
* | Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated as the sum of (i) 116,699,802 outstanding shares of common stock, par value $0.01 per share, of CDK Global, Inc. (“CDK” and such shares, the “Shares”) multiplied by the offer price of $54.87, (ii) 4,825 Shares issuable pursuant to outstanding options with an exercise price of $21.72, multiplied by the offer price of $54.87 minus the exercise price of such option, 5,790 Shares issuable pursuant to outstanding options with an exercise price of $27.106, multiplied by the offer price of $54.87 minus the exercise price of such option, 5,444 Shares issuable pursuant to outstanding options with an exercise price of $28.763, multiplied by the offer price of $54.87 minus the exercise price of such option, 76,920 Shares issuable pursuant to outstanding options with an exercise price of $39.67, multiplied by the offer price of $54.87 minus the exercise price of such option, 396,744 Shares issuable pursuant to outstanding options with an exercise price of $42.59, multiplied by the offer price of $54.87 minus the exercise price of such option, 319,693 Shares issuable pursuant to outstanding options with an exercise price of $43.45, multiplied by the offer price of $54.87 minus the exercise price of such option, 11,987 Shares issuable pursuant to outstanding options with an exercise price of $43.54, multiplied by the offer price of $54.87 minus the exercise price of such option, 333,629 Shares issuable pursuant to outstanding options with an exercise price of $47.13, multiplied by the offer price of $54.87 minus the exercise price of such option, 299,473 Shares issuable pursuant to outstanding options with an exercise price of $50.77, multiplied by the offer price of $54.87 minus the exercise price of such option, 9,562 Shares issuable pursuant to outstanding options with an exercise price of $50.80, multiplied by the offer price of $54.87 minus the exercise price of such option, (iii) 1,927,302 Shares issuable pursuant to outstanding restricted stock units multiplied by $54.87, (iv) 231,597 Shares issuable pursuant to outstanding deferred stock units multiplied by $54.87 and (v) 1,175,916 Shares issuable pursuant to performance stock units (assuming achievement of performance metrics at the maximum level) multiplied by $54.87. The calculation of the filing fee is based on information provided by CDK as of April 18, 2022. |
** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2022, issued August 23, 2021, by multiplying the transaction value by 0.0000927. |