Exhibit 107
Calculation of Filing Fee Tables
S-3
(Form Type)
Par Pacific Holdings, 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 Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Form Type | Carry Forward File Number | Carry date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid | Debt | Debt Securities(1) | ||||||||||||||||||||||
Fees Previously Paid | Equity | Common Stock, par value $0.01 per share | ||||||||||||||||||||||
| Equity | Preferred Stock, par value $0.01 per share | |||||||||||||||||||||||
| Other | Depositary Shares(2) | |||||||||||||||||||||||
| Other | Warrants | |||||||||||||||||||||||
| Other | Subscription Rights | |||||||||||||||||||||||
| Other | Purchase Contracts | |||||||||||||||||||||||
| Other | Guarantees of the Non-Convertible Debt(3) Securities | |||||||||||||||||||||||
| Unallocated (Universal) Shelf(4) | - | Rule 457(o) | - | - | $750,000,000 | .0000927 | $69,525(5) | |||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
| Total Offering Amounts | $750,000,000 | $69,525 | ||||||||||||||||||||||
| Total Fees Previously Paid | ||||||||||||||||||||||||
| Total Fee Offsets | $69,525 | |||||||||||||||||||||||
| Net Fee Due | $0 | |||||||||||||||||||||||
1
(1) If any Debt Securities are issued at an original issue discount, then the offering price of the Debt Securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $750,000,000 less the offering price of any security previously issued hereunder.
(2) Such indeterminate number of Depositary Shares to be evidenced by Depositary Receipts issued pursuant to a deposit agreement. In the event that the registrant elects to offer to the public fractional interests in shares of Preferred Stock registered hereunder, Depositary Receipts will be distributed to those persons purchasing the fractional interests and the shares of Preferred Stock will be issued to the depositary under the deposit agreement.
(3) Subsidiaries of Par Pacific Holdings, Inc. named as co-registrants may fully, irrevocably and unconditionally guarantee on an unsecured basis the non-convertible debt securities of Par Pacific Holdings, Inc. Pursuant to Rule 457(n) of the Securities Act of 1933, no separate fee is payable in connection with the Guarantees.
(4) The securities registered consist of $750,000,000 of an indeterminate number or amount of Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, Units and Guarantees, as may be issued from time to time at indeterminate prices. In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed $750,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. This registration statement also covers an indeterminate amount of securities registered hereunder and listed in the “Newly Registered and Carry Forward Securities” table above as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities registered hereunder and listed in the “Newly Registered and Carry Forward Securities” table above.
(5) This registration statement includes unsold Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, Units and Guarantees of Par Pacific Holdings, Inc. and its subsidiaries named as co-registrants (the “Unsold Securities”) with an aggregate offering price of $658,000,000 that were previously covered by registration statement no. 333-229528 initially filed on February 6, 2019 (the “Prior Registration Statement”). Pursuant to Rule 457(p) of the Securities Act, the registrant is offsetting the registration fee due under this registration statement by $69,525.00 with $10,224.60 remaining to be applied to future filings, which represents the portion of the registration fee previously paid with respect to $658,000,000 of unsold securities previously registered on the Prior Registration Statement
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 Amount with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||
| Rules 457(b) and 0-11(a)(2) | ||||||||||||||||||||||
Fee Offset Claims | ||||||||||||||||||||||
Fee Offset Sources | ||||||||||||||||||||||
| Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | Par Pacific Holdings, Inc. | S-3 | 333-229528 | February 6, 2019 | $69,525.00 | - | Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, Units and Guarantees | - | $658,000,000 | |||||||||||||
Fee Offset Sources | Par Pacific Holdings, Inc. | S-3 | 333-229528 | February 6, 2019 | $69,525.00 | |||||||||||||||||
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