EX-FILING FEES 6 d342489dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Discovery, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
    

Security

Type

 

Security

Class

Title(1)

 

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  

Series A common stock,

par value $0.01 per share

  Other(3)   35,000,000(2)   N/A   $818,825,000.00(3)   $0.0000927   $75,905.08            
                         

Fees

Previously Paid

                           
 
Carry Forward Securities  
                         

Carry

Forward Securities

                         
                   
    Total Offering Amounts     $818,825,000.00     $75,905.08            
                   
    Total Fees Previously Paid         $0            
                   
    Total Fee Offsets         $0            
                   
    Net Fee Due               $75,905.08                  

 

(1)

All securities being registered are issued by Discovery, Inc., to be renamed Warner Bros. Discovery, Inc. (the combined company), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of May 17, 2021 (as it may be amended from time to time, the “Merger Agreement”), as described in Discovery, Inc.’s Registration Statement on Form S-4 (File No. 333-261188), as amended (the “Prior Registration Statement”).

(2)

Represents additional shares of Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share (“WBD common stock”), estimated to be issuable to holders of Magallanes, Inc. (“Spinco”) common stock upon the completion of the transactions contemplated by the Merger Agreement. In connection with the filing of the Prior Registration Statement, an aggregate of 2,397,939,166 shares of WBD common stock, including 1,702,536,808 shares of WBD common stock to be issued to holders of Spinco common stock, was registered with the Securities and Exchange Commission. Discovery, Inc. now estimates that up to 35,000,000 additional shares of WBD common stock may be issued to holders of Spinco common stock upon the completion of the transactions contemplated by the Merger Agreement.

(3)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and computed pursuant to Rule 457(c) and Rule 457(f) under the Securities Act based on $23.395, the average of the high and low prices of shares of WBD common stock, trading on a when-issued basis under the symbol “WBDWV”, as reported on the Nasdaq Global Select Market on April 7, 2022.