EX-FILING FEES 13 tm243744d2_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-4

(Form Type)

 

Liberty Sirius XM Holdings 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 $0.001 per share   457(f)   3,642,175,670 (1) N/A   $ 14,796,810,743.56 (2) $ 0.00014760   $ 2,184,009.27 (3)              
                                                 
Fees Previously Paid                                  
Carry Forward Securities
Carry Forward Securities                              
    Total Offering Amounts   $ 14,796,810,743.56       $ 2,184,009.27                
    Total Fees Previously Paid             $ 0              
    Total Fee Offsets             $ 0              
    Net Fee Due             $ 2,184,009.27              

 

(1) Represents the estimated maximum number of shares of the Registrant’s common stock, par value $0.001 per share (“New Sirius Common Stock”), to be issued by the Registrant upon completion of the Transactions described in the proxy statement/notice/prospectus/information statement contained herein.  The estimated maximum number of shares utilizes the estimated exchange ratio of approximately 8.4, which is the number of shares of New Sirius Common Stock to be received for each share of LSXMA, LSXMB and LSXMK (each as defined below) in the Redemption described in the proxy statement/notice/prospectus/information statement contained herein, with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. This number is equal to the sum of (A) the product of (i) 98,134,522 shares of Liberty Media Corporation’s (“Liberty Media”) Series A Liberty SiriusXM common stock, par value $0.01 per share (“LSXMA”), outstanding as of December 31, 2023 and (ii) the estimated exchange ratio, plus (B) the product of (i) 9,761,336 shares of Liberty Media’s Series B Liberty SiriusXM common stock, par value $0.01 per share (“LSXMB”), outstanding as of December 31, 2023 and (ii) the estimated exchange ratio, plus (C) the product of (i) 224,791,475 shares of Liberty Media’s Series C Liberty SiriusXM common stock, par value $0.01 per share (“LSXMK”), outstanding as of December 31, 2023, which includes 5,862,829 shares of LSXMK issuable upon exercise of outstanding stock options to purchase shares of LSXMK and 235,928 shares of LSXMK issuable upon settlement of outstanding restricted stock units with respect to shares of LSXMK and (ii) the estimated exchange ratio, plus (D) 847,602,074 shares of Sirius XM Holdings Inc. common stock, par value $0.001 per share (“Sirius XM Common Stock”), outstanding as of December 31, 2023, which includes 121,809,609 shares of Sirius XM Common Stock issuable upon exercise of outstanding stock options to purchase shares of Sirius XM Common Stock and 89,175,630 shares of Sirius XM Common Stock issuable upon settlement of outstanding restricted stock units with respect to shares of Sirius XM Common Stock but excludes shares beneficially owned by Sirius XM Holdings Inc.or Liberty Media or any of its subsidiaries, and the conversion of each such share into one share of New Sirius Common Stock, pursuant to the Merger Agreement.

 

(2) Estimated solely for the purpose of calculating the registration fee and calculated in accordance with Rule 457(f)(1) and 457(c) under the Securities Act, based on the average of the high and low prices of (A) LSXMA on the Nasdaq Global Select Market on January 23, 2024 (which was $30.815), (B) LSXMB on the Nasdaq Global Select Market on January 26, 2024 (which was $31.01) (C) LSXMK on the Nasdaq Global Select Market on January 23, 2024 (which was $30.815) and (D) Sirius XM Common Stock on the Nasdaq Global Select Market on January 26, 2024 (which was $5.36).

 

(3) Calculated pursuant to Section 6(b) of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by .00014760.