EX-FILING FEES
CALCULATION OF FILING FEE TABLES
Schedule 14C
(Form Type)
Agiliti, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Proposed Maximum Aggregate Value of Transaction | Fee rate | Amount of Filing Fee | ||||
Fees to be Paid | $390,260,021.28(1) | 0.00014760 | $57,602.38(2) | |||
Fees Previously Paid | 0 | |||||
Total Transaction Valuation | $390,260,021.28 | |||||
Total Fees Due for Filing | ||||||
Total Fees Previously Paid | 0 | |||||
Total Fee Offsets | 0 | |||||
Net Fee Due | $57,602.38 | |||||
(1) Solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated by adding (a) 37,338,804 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) were issued and outstanding entitled to receive the per share merger consideration (which excludes the 98,195,398 Common Stock held by THL Agiliti LLC, excludes 122,045 Shares held by Thomas J. Leonard, but includes 9,015 shares underlying Restricted Stock Units), multiplied by the per share merger consideration of $10.00, plus (b) the product of 3,613,528 shares of Common Stock underlying outstanding options that have an exercise price less than $10.00, and $4.51 (which is the difference between the per share merger consideration of $10.00 and the weighted average exercise price of the outstanding options of $5.49 as of February 19, 2024); plus (c) the product of 57,497 shares of Common Stock underlying the outstanding 2021 Performance Restricted Stock Units and the per share merger consideration of $10.00. As of February 19, 2024, there were 135,647,232 shares of Common Stock issued and outstanding.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, was calculated by multiplying $390,260,021.28 by 0.00014760.
Table 2: Fee Offset Claims and Sources
Registrant or Filer | Form Filing | File Number | Initial Filing Date | Filing Date | Fee Claimed | Fee Fee Source | ||||||||
Fee Offset Claims | — | — | — | — | — | |||||||||
Fee Offset Sources | — | — | — | — | — | |||||||||
