EX-FILING FEES 5 d811234dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8

(Form Type)

Six Flags Entertainment Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               
Security Type   Security Class Title   Fee Calculation
Rule
  Amount
Registered
(1)(2)
  Proposed
Maximum
Offering
Price Per
Unit
 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee

2024 Six Flags Entertainment Corporation Omnibus Incentive Plan

               
Equity   Common Stock   Rule 457(c) and Rule 457(h)   8,000,000   $50.23(3)   $401,840,000.00   $147.60 per $1,000,000   $59,311.59

Cedar Fair, L.P. 2016 Omnibus Incentive Plan

               
Equity    In respect of  assumed phantom units, performance units and other units:
 Common Stock 
  Rule 457(c) and Rule 457(h)   1,402,710   $50.23(3)   $70,458,123.30   $147.60 per $1,000,000   $10,399.62

Six Flags Entertainment Corporation Long-Term Incentive Plan

               
Equity  

In respect of assumed restricted stock

units and performance stock units:
Common Stock

  Rule 457(c) and Rule 457(h)   1,584,367   $50.23(3)   $79,582,754.41   $147.60 per $1,000,000   $11,746.42
               
Equity   In respect of assumed options:
Common Stock
   Rule 457(c)  and Rule 457(h)   1,052,351   $97.00(4)   $102,078,047.00   $147.60 per $1,000,000   $15,066.72
         
Total Offering Amounts         $96,524.35
         
Total Fee Offsets         $–
         
Net Fee Due               $96,524.35

 

(1)

Six Flags Entertainment Corporation (f/k/a CopperSteel Holdco, Inc.) (the “Registrant”) is filing this registration statement on Form S-8 (the “Registration Statement”) to register the issuance of 12,039,428 shares of common stock, par value $0.01 per share, of the Registrant (the “Common Stock”), which are issuable pursuant to the Six Flags Entertainment Corporation 2024 Omnibus Incentive Plan, Cedar Fair, L.P., 2016 Omnibus Incentive Plan, and Six Flags Entertainment Corporation Long-Term Incentive Plan (collectively, the “Plans”).

(2)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that may become issuable under the Plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based upon $50.23, which is the average of the high and low prices per share of the Common Stock as reported on the New York Stock Exchange on June 26, 2024. The Registrant has assumed the awards issued under the listed Plans pursuant to the Merger Agreement (as defined in this Registration Statement).

(4)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based upon the weighted average per share exercise price (rounded to nearest cent) for certain outstanding options granted under the listed Plan. The Registrant has assumed the options issued under the listed Plan pursuant to the Merger Agreement (as defined in this Registration Statement).