EX-FILING FEES 20 d69259dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

New Whale Inc.

World Wrestling Entertainment, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities 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 Previously

Paid(8)

  Equity   Class A Common Stock(6)  

Other

  56,995,146(1)   $106.74(2)   $6,083,661,884.04(2)   0.0001102   $670,419.54          
  Debt Convertible into Equity   3.375% Convertible Senior Notes due 2023(7)   457(o)   $4,241,000(9)   100%   $4,241,000(9)(3)   0.0001102   $467.36                
  Equity   Class A Common Stock(6)   Other   —(4)     —(4)   0.0001102   —(5)                
 
Carry Forward Securities
                         

Carry

Forward

Securities

                       
                   
    Total Offering Amounts      $6,087,902,884.04     $670,886.90          
                   
    Total Fees Previously Paid(8)          $686,312.03          
                   
    Total Fee Offsets                   
                   
    Net Fee Due                $0                

 

(1)

Represents the maximum number of shares of Class A common stock, par value $0.00001 per share, of New Whale Inc. (the “New PubCo Class A common stock”) estimated to be issued, or subject to stock-based awards that may be assumed by New Whale, Inc., upon completion of the transactions described in the information statement/prospectus (excluding certain shares of New PubCo Class A common stock as described further in this footnote), based on (a) 51,859,644 shares of Class A common stock, par value $0.01 per share, of World Wrestling Entertainment, Inc. (“WWE” and the “WWE Class A common stock”), which is the estimated maximum number of shares of WWE Class A common stock outstanding or that may be issuable pursuant to the settlement of outstanding restricted stock units (including performance-based restricted stock units), (b) 31,099,011 shares of Class B common stock, par value $0.01 per share, of WWE (the “WWE Class B common stock”), which is the estimated maximum number of shares of WWE Class B common stock outstanding, and (c) shares of WWE Class A common stock that may be issued upon conversion of outstanding WWE convertible notes prior to the completion of the transactions described in the information statement/prospectus. 28,752,105 shares of New PubCo Class A common stock are not being registered under this registration statement and are expected to be beneficially owned by the stockholders of WWE that executed and delivered the Written Consent (as defined in the information statement/prospectus).

 

(2)

Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act, as amended (the “Securities Act”), and calculated pursuant to Rules 457(c) and 457(f)(1) under the Securities Act. The proposed maximum offering price of the New PubCo Class A common stock to be registered was calculated based on the product of (a) the average of the high and low sales prices of WWE Class A common stock as reported on the New York Stock Exchange on May 8, 2023 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission) and (b) 56,995,146, representing the maximum number of shares of New PubCo Class A common stock expected to be exchanged in connection with the transactions excluding those shares described in the last sentence of footnote (1).

 

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.

 

(4)

Includes an indeterminate number of shares of New PubCo Class A common stock issuable upon conversion of the 3.375% Convertible Senior Notes due 2023 (the “Convertible Notes”). The initial maximum conversion rate of the Convertible Notes will be 40.1405 shares of New PubCo Class A common stock per $1,000 principal amount of Convertible Notes. Pursuant to Rule 416 under the Securities Act, such number of shares of New PubCo Class A common stock registered hereby shall include an indeterminate number of shares of New PubCo Class A common stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event.

 

(5)

Pursuant to Rule 457(i), there is no additional filing fee with respect to the shares of New PubCo Class A common stock issuable upon conversion of the Convertible Notes because no additional consideration will be received in connection with the exercise of the conversion privilege.

 

(6)

The New PubCo Class A common stock is registered by New Whale Inc.

 

(7)

The Convertible Notes are registered by New Whale Inc. and WWE.

 

(8)

Registrants previously paid the required registration fee in connection with the initial filing of this registration statement on May 12, 2023.

 

(9)

The aggregate outstanding principal amount of the Convertible Notes decreased from $213,690,000 at the time of the initial filing of this registration statement on May 12, 2023, to $4,241,000 as of August 10, 2023.