Exhibit 107
CALCULATION OF FILING FEE TABLES
SC 13E3
(Form Type)
PowerSchool Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Value
Proposed Maximum Aggregate Value of Transaction | Fee rate | Amount of Filing Fee | ||||
Fees to Be Paid | $4,006,932,670.80 (1) | 0.00014760 | $591,423.27 (2) | |||
Fees Previously Paid | $0.00 | |||||
Total Transaction Valuation | $4,006,932,670.80 | |||||
Total Fees Due for Filing | $591,423.27 | |||||
Total Fees Previously Paid | $0.00 | |||||
Total Fee Offsets | $591,423.27 (3) | |||||
Net Fee Due | $0.00 | |||||
| (1) | Aggregate number of securities to which transaction applies: As of June 6, 2024, the maximum number of shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) to which this transaction applies is estimated to be 175,742,661, which consists of (1) 166,088,147 shares of Class A Common Stock entitled to receive the per share merger consideration of $22.80; (2) 8,270,817 shares of Class A Common Stock underlying the outstanding restricted stock units, which may be entitled to receive the per share merger consideration of $22.80; (3) 845,898 shares of Class A Common Stock underlying the outstanding market share units, which may be entitled to receive the per share merger consideration of $22.80; and (4) 537,799 shares of Class A Common Stock underlying the outstanding performance share units, which may be entitled to receive the per share merger consideration of $22.80. |
| (2) | Estimated solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated by adding (a) 166,088,147 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) were issued and outstanding entitled to receive the per share merger consideration, multiplied by the per share merger consideration of $22.80, plus (b) the product of 8,270,817 shares of Class A Common Stock underlying the outstanding restricted stock units and the per share merger consideration of $22.80; plus (c) the product of 845,898 shares of Class A Common Stock underlying the outstanding market share units and the per share merger consideration of $22.80; and plus (d) the product of 537,799 shares of Class A Common Stock underlying the outstanding performance share units and the per share merger consideration of $22.80. In accordance with Rule 0-11 of the Exchange Act, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by .00014760. |
| (3) | PowerSchool Holdings, Inc. previously paid $591,423.27 upon the filing of its Preliminary Information Statement on Schedule 14C on July 23, 2024, in connection with the transaction reported hereby. |
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 | Fee Paid with Fee Offset Source | ||||||||
Fee Offset Claims | PowerSchool Holdings, Inc. | PREM14C | 001-40684 | July 23, 2024 | $591,423.27 | |||||||||
Fee Offset Sources | PowerSchool Holdings, Inc. | PREM14C | 001-40684 | July 23, 2024 | $591,423.27 (3) | |||||||||
2
