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S-3ASR Filing
TKO (TKO) S-3ASRAutomatic shelf registration
Filed: 13 Dec 24, 4:51pm
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
TKO Group Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||
Fees to Be Paid | Equity | Class A Common Stock, $0.00001 par value per share | (4) | (1)(2) | (1)(2) | (1)(2)(3) | (4) | $(4) | ||||||||
Equity | Preferred Stock, $0.00001 par value per share | (4) | (1)(2) | (1)(2) | (1)(2)(3) | (4) | $(4) | |||||||||
Debt | Debt Securities | (4) | (1)(2) | (1)(2) | (1)(2) | (4) | $(4) | |||||||||
Other | Depositary Shares | (4) | (1)(2) | (1)(2) | (1)(2) | (4) | $(4) | |||||||||
Other | Warrants(5) | (4) | (1)(2) | (1)(2) | (1)(2) | (4) | $(4) | |||||||||
Other | Purchase Contracts | (4) | (1)(2) | (1)(2) | (1)(2) | (4) | $(4) | |||||||||
Other | Units(6) | (4) | (1)(2) | (1)(2) | (1)(2) | (4) | $(4) | |||||||||
Equity | Class A Common Stock(8) | 457(c) | 8,021,405 | $140.8(7) | $1,129,413,824.00 | $153.10 per $1,000,000 | $172,913.26 | |||||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||
Total Offering Amounts | N/A | N/A | ||||||||||||||
Total Fees Previously Paid | N/A | |||||||||||||||
Total Fee Offsets | N/A | |||||||||||||||
Net Fee Due | N/A |
(1) | Omitted pursuant to Form S-3 General Instruction II.E. |
(2) | An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of Common Stock is being registered as may be issued from time to time upon conversion of any Debt Securities that are convertible into Common Stock or pursuant to any anti-dilution adjustments with respect to any such convertible Debt Securities. |
(3) | Includes rights to acquire common stock or preferred stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan. |
(4) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee. |
(5) | The warrants covered by this Registration Statement may be preferred share warrants, common share warrants or depositary share warrants. |
(6) | In U.S. dollars or the equivalent thereof denominated in one or more foreign currencies or units of two or more foreign currencies or composite currencies (such as European Currency Units). |
(7) | Estimated solely for purposes of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on December 10, 2024. |
(8) | Consisting of the shares of Class A Common Stock sold by the Registration Rights Selling Stockholder. |