Phillips Edison Grocery Center Operating Partnership I S-3ASR Automatic shelf registration

0001476204EX-FILING FEES00 0001476204 2025-02-07 2025-02-07 0001476204 1 2025-02-07 2025-02-07 0001476204 2 2025-02-07 2025-02-07 0001476204 3 2025-02-07 2025-02-07 0001476204 4 2025-02-07 2025-02-07 0001476204 5 2025-02-07 2025-02-07 0001476204 6 2025-02-07 2025-02-07 0001476204 7 2025-02-07 2025-02-07 0001476204 8 2025-02-07 2025-02-07 0001476204 9 2025-02-07 2025-02-07 0001476204 10 2025-02-07 2025-02-07 iso4217:USD

Exhibit 107

Calculation of Filing Fee Tables

Form

S-3

(Form Type)

Phillips Edison & Company, Inc.

Phillips Edison Grocery Center Operating Partnership I, L.P.

(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 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	Phillips Edison & Company, Inc. Common Stock, $0.01 par value per share	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—
	Equity	Phillips Edison & Company, Inc. Preferred Stock, $0.01 par value per share	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—
	Debt	Phillips Edison & Company, Inc. Debt Securities	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—
	Other	Phillips Edison & Company, Inc. Depositary Shares	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—
	Other	Phillips Edison & Company, Inc. Warrants	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—
	Other	Phillips Edison & Company, Inc. Rights	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—
	Other	Phillips Edison & Company, Inc. Units	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—
	Other	Phillips Edison & Company, Inc. Guarantees of Debt Securities (3)	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(4)	(4)	—	—	—	—
	Debt	Phillips Edison Grocery Center Operating Partnership I, L.P. Debt Securities	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—
Fees Previously Paid	—	—	—	—	—	—		—
Carry Forward Securities
Carry Forward Securities	Equity	Phillips Edison & Company, Inc. Common Stock, par value $0.01 per share	Rule 415(a)(6)	—		$177,200,000(5)	—	—	S-3	333-262627	February 10, 2022	$26,154.72 (5)
	Total Offering Amounts					(1) (5)		(2)(5)
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							$ (2)(5)

(1) An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of common stock, par value $0.01 per share (the “common stock”), of Phillips Edison & Company, Inc. (the “Company”) is being registered as may be issued from time to time upon conversion of any securities that are convertible into common stock or pursuant to any anti-dilution adjustments with respect to any such convertible securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of common stock which may be issued with respect to such shares of common stock in connection with any stock split, stock dividend, reclassifications or similar transactions. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.

(2) In accordance with Rule 456(b) and Rule 457(r) under the Securities Act, the Company and Phillips Edison Grocery Center Operating Partnership I, L.P. (the “OP”) are deferring payment of all registration fees and will pay the registration fees subsequently in advance or on a “pay-as-you-go” basis.

(3) The Company may fully and unconditionally guarantee the payment of principal of and premium (if any) and interest on any debt securities offered by the OP offered pursuant to this registration statement.

(4) No separate consideration will be received for guarantees. Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

(5) The Company previously registered the offer and sale of shares of common stock having an aggregate offering price of up to $250,000,000 by means of a prospectus supplement filed pursuant to Rule 424(b)(5) under the Securities Act on February 12, 2024 (the “2024 ATM Prospectus Supplement”), pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-262627) filed with the Securities and Exchange Commission (“SEC”) on February 10, 2022 (the “2022 Registration Statement”). In connection with the filing of the 2024 ATM Prospectus Supplement, the Company paid a filing fee of $36,900 in connection with the registration of shares of common stock having a maximum aggregate offering price of $250,000,000 to be issued and sold as part of an “at-the-market” offering. Of those shares of common stock, shares of common stock having an aggregate offering price of $72,800,000 have been sold and shares of common stock with a maximum aggregate offering price of $177,200,000 remain unsold (the “Carry Forward Securities”). Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Carry Forward Securities, and the registration fees totaling $26,154.72 that were previously paid on February 12, 2024 with respect to the Carry Forward Securities will continue to be applied to the Carry Forward Securities. Pursuant to Rule 415(a)(6), the offering of the Carry Forward Securities under the 2022 Registration Statement will be deemed terminated as of the effective date of this registration statement .