EX-FILING FEES 2 d484204dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-3

(Form Type)

 

 

American Airlines Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered 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

               
Equity   Warrants   Rule 457(o)   29,427,914   —     —     $110.20 per $1,000,000   —  (1)
               
Equity   Common Stock, $0.01 par value per share   Rule 457(o)   29,427,914(2)   $12.51- $21.75(3)   $429,580,951.98   $110.20 per $1,000,000   $47,339.83
         
Total Offering Amounts     $429,580,951.98     $47,339.83
         
Total Fees Previously Paid         —  
         
Total Fee Offsets         $39,822.16
         
Net Fee Due               $7,517.67

(1) Pursuant to Rule 457(g) of the Securities Act of 1933, as amended (the “Securities Act”), no separate fee is recorded for the warrants and the entire fee is allocated to the underlying common stock.

(2) Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers any additional shares of the common stock of American Airlines Group Inc. (the “Registrant”) which may become issuable as a result of any stock dividend, stock split, recapitalization or similar transaction effected without receipt by the Registrant of consideration which would increase the number of outstanding shares of common stock.

(3) The registration fee has been calculated in accordance with Rule 457(g) under the Securities Act based on the exercise price of the warrants. The warrants issued in connection with PSP1 and the Treasury Loan Agreement (each as defined below) have an exercise price of $12.51 per share. The warrants issued in connection with PSP2 have an exercise price of $15.66 per share. The warrants issued in connection with PSP3 have an exercise price of $21.75 per share. The chart below details the calculations of the registration fee:


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

  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
Offset

Source

 
Rule 457(p)
                       

Fee Offset

Claims

  American Airlines Group Inc.   424(b)(5)   333-236503   August 28, 2020   —     $22,252.33(1)   Equity   Common Stock, $0.01 par value per share     $171,435,488.76   —  
                       

Fee Offset

Sources

  American Airlines Group Inc.   424(b)(5)   333-236503   —     August 28, 2020   —     —     —     —     —     $22,252.33
                       

Fee Offset

Claims

  American Airlines Group Inc.   424(b)(7)   333-236503   March 26, 2021   —     $12,778.32(1)   Equity   Common Stock, $0.01 par value per share     $321,087,560.58   —  
                       

Fee Offset

Sources

  American Airlines Group Inc.   424(b)(7)   333-236503   —     March 26, 2021   —     —     —     —     —     $12,778.32
                       

Fee Offset

Claims

  American Airlines Group Inc.   424(b)(7)   333-236503   July 28, 2022   —     $ 4,791.51 (1)   Equity   Common Stock, $0.01 par value per share     $429,580,951.98   —  
                       

Fee Offset

Sources

  American Airlines Group Inc.   424(b)(7)   333-236503   —     July 28, 2022   —     —     —     —     —     $4,791.51

(1) On August 28, 2020, in connection with the filing of a prospectus supplement (Registration No. 333-236503) (the “August Prospectus Supplement”), the Registrant previously paid a filing fee of $22,252.33 for the registration of 13,703,876 shares and warrants offered hereby. On March 26, 2021, pursuant to Rule 457(p), the Registrant applied $22,252.33 of the filing fee paid in connection with the filing of the August Prospectus Supplement to offset the filing fee due in connection with the filing of an amended and restated prospectus supplement (the “March Prospectus Supplement”) and paid an additional $12,778.32 in connection with the filing of the March Prospectus Supplement. On July 28, 2022, pursuant to Rule 457(p), the Registrant applied $35,030.65 of the filing fee paid in connection with the filing of the August Prospectus Supplement and March Prospectus Supplement to offset the filing fee due in connection with the filing of an amended and restated prospectus supplement (the “July Prospectus Supplement” and together with the August Prospectus Supplement and March Prospectus Supplement, the “Prior Prospectus Supplement”) and paid an additional $4,791.51 in connection with the filing of the July Prospectus Supplement.

Pursuant to Rule 457(p), the Registrant is offsetting $22,252.33 filing fee previously paid in connection with the August Prospectus Supplement, $12,778.32 filing fee previously paid in connection with the March Prospectus Supplement and $4,791.51 filing fee previously paid in connection with the July Prospectus Supplement against the total $47,339.83 filing fee currently due. Any offering of unsold shares and warrants pursuant to the Prior Prospectus Supplement terminated on February 19, 2023.