EX-FILING FEES 2 d345542dexfilingfees.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       0.0000927   (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   0.0000927   $39,822.16
         
Total Offering Amounts     $429,580,951.98     $39,822.16
         
Total Fees Previously Paid        
         
Total Fee Offsets         $35,030.65
         
Net Fee Due               $4,791.51

 

(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 warrant. 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)(7)   333-236503   March 26, 2021     $35,030.65(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             $35,030.65

 

(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. Pursuant to Rule 457(p), the Registrant is offsetting $22,252.33 filing fee previously paid in connection with the August Prospectus Supplement and $12,778.32 filing fee previously paid in connection with the March Prospectus Supplement against the total $39,822.16 filing fee currently due.