0001710366EX-FILING FEESCommon Stock, Par value $0.01 per share0.0001531 0001710366 2024-09-30 2024-09-30 0001710366 1 2024-09-30 2024-09-30 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107
Calculation of Filing Fee Table
Form
S-4
(Form Type)
CONSOL Energy Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered 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 to Be Paid   Equity  
Common Stock,
Par value $0.01 per share
  Other   24,754,417
(1)
  N/A   $2,488,509,584
(2)
  $
153.10
per $1,000,000
  $380,990.82          
                         
Fees Previously Paid                          
 
Carry Forward Securities
                         
Carry Forward Securities                       N/A  
                   
    Total Offering Amounts       $2,488,509,584      $380,990.82          
                   
    Total Fees Previously Paid          $0.00          
                   
    Total Fee Offsets          $0.00          
                   
    Net Fee Due                $380,990.82                
 
(1)
Represents the estimated maximum number of shares of common stock,
par
value $0.01 per share (“CONSOL common stock”), of CONSOL Energy Inc. (the “Registrant”) expected to be issued or issuable upon completion of the merger and other transactions contemplated by the Agreement and Plan of Merger, dated as of August 20, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among the Registrant, Mountain Range Merger Sub Inc. and Arch Resources, Inc. (“Arch”) and is equal to the product of (a) the exchange ratio in the Merger Agreement of 1.326 and (b) 18,668,489 shares of Arch common stock (as defined below), which is the sum of (i) 18,103,020 shares of Class A common stock, par value $0.01 per share (“Arch Class A common stock”), of Arch issued and outstanding as of September 24, 2024, (ii) 257 shares of Class B common stock, par value $0.01 per share (“Arch Class B common stock” and together with Arch Class A common stock, “Arch common stock”), of Arch issued and outstanding as of September 24, 2024 and (iii) 565,212 shares of Arch Class A common stock issuable upon the exercise or settlement of the outstanding Arch equity awards as of September 24, 2024. In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any securities that may be from time to time be offered or issued resulting from forward or reverse stock splits, stock dividends or similar transactions.
 
(2)
Calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act, solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act. Such amount equals the product of (a) $133.30, the average of the high and the low prices per share of Arch Class A common stock, as reported on the New York Stock Exchange on September 25, 2024, which is within five business days prior to the filing of this Registration Statement on Form
S-4,
and (b) 18,668,489, which is the estimated maximum number of shares of Arch common stock, as calculated in accordance with footnote (1) above, to be exchanged for shares of CONSOL common stock upon completion of the transactions contemplated by the Merger Agreement.