Document

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

Common Stock, $0.01 par value per share(1)

Rule 456(b) and Rule 457(r)(2)

(3)

(2)

Equity

Preferred Stock (1)

Rule 456(b) and Rule 457(r)(2)

(3)

(2)

Other

Warrants(1)

Rule 456(b) and Rule 457(r)(2)

(3)

(2)

Other

Units(1)

Rule 456(b) and Rule 457(r)(2)

(3)

(2)

Equity

Common stock, par value $0.01 per share

Rule 457(c)

59,000,000(4)

(5)

$1,591,525,000(6)

0.00014760

$234,910(6)

Fees
Previously Paid

N/A

Carry Forward Securities

N/A

Total Offering Amounts

$234,910

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

$234,910

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 Offering Amount Associated with Fee Offset Claimed

Fee Paid with the Fee Offset Source

Rules 457(b) and 0-11(a)(2)

Fee Offset Claims

N/A

Fee Offset Sources

N/A

Rule 457(p)

Fee Offset Claims

N/A

Fee Offset Sources

N/A

(2) The Registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the Registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

(3) An indeterminate aggregate amount or number of securities of each class is being registered hereunder, as may from time to time be offered, at indeterminate prices. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. The indeterminate aggregate amount or number also includes such securities as may, from time to time, be issued upon conversion or exchange of securities registered hereunder, to the extent any such securities are, by their terms, convertible into or exchangeable for other securities.

(4) Consists of a maximum of 59,000,000 shares of common stock to be sold by the selling stockholder. Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s common stock that shall become issuable by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of the registrant’s common stock.

(5) With respect to the offering of shares of our common stock by the selling stockholder, the proposed maximum offering price per share will be delivered from time to time in connection with, and at the time of, a sale by the selling stockholder.

(6) Estimated solely for the purposes of computing the registration fee in accordance with pursuant to Rule 457(c) under the Securities Act, based upon $26.975, the average of the high and low prices of the registrant’s common stock as quoted on the New York Stock Exchange on June 27, 2024 (a date within five business days prior to the filing of this Registration Statement).