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 Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Price | Fee Rate | Amount of Fee | |||||||
| Equity | Warrants | Rule 457(o) | 29,427,914 | — | — | $110.20 per $1,000,000 | — (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 | $110.20 per $1,000,000 | $47,339.83 | |||||||
| Total Offering Amounts | $429,580,951.98 | $47,339.83 | ||||||||||||
| Total Fees Previously Paid | — | |||||||||||||
| Total Fee Offsets | $39,822.16 | |||||||||||||
| Net Fee Due | $7,517.67 | |||||||||||||
(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 share. 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 Type | File Number | Initial Date | Filing Date | Fee Offset | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Amount with Fee Claimed | Fee Paid with Source | ||||||||||||
| Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | American Airlines Group Inc. | 424(b)(5) | 333-236503 | August 28, 2020 | — | $22,252.33(1) | Equity | Common Stock, $0.01 par value per share | $171,435,488.76 | — | ||||||||||||
Fee Offset Sources | American Airlines Group Inc. | 424(b)(5) | 333-236503 | — | August 28, 2020 | — | — | — | — | — | $22,252.33 | |||||||||||
Fee Offset Claims | American Airlines Group Inc. | 424(b)(7) | 333-236503 | March 26, 2021 | — | $12,778.32(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 | — | — | — | — | — | $12,778.32 | |||||||||||
Fee Offset Claims | American Airlines Group Inc. | 424(b)(7) | 333-236503 | July 28, 2022 | — | $ 4,791.51 (1) | Equity | Common Stock, $0.01 par value per share | $429,580,951.98 | — | ||||||||||||
Fee Offset Sources | American Airlines Group Inc. | 424(b)(7) | 333-236503 | — | July 28, 2022 | — | — | — | — | — | $4,791.51 | |||||||||||
(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. On July 28, 2022, pursuant to Rule 457(p), the Registrant applied $35,030.65 of the filing fee paid in connection with the filing of the August Prospectus Supplement and March Prospectus Supplement to offset the filing fee due in connection with the filing of an amended and restated prospectus supplement (the “July Prospectus Supplement” and together with the August Prospectus Supplement and March Prospectus Supplement, the “Prior Prospectus Supplement”) and paid an additional $4,791.51 in connection with the filing of the July 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, $12,778.32 filing fee previously paid in connection with the March Prospectus Supplement and $4,791.51 filing fee previously paid in connection with the July Prospectus Supplement against the total $47,339.83 filing fee currently due. Any offering of unsold shares and warrants pursuant to the Prior Prospectus Supplement terminated on February 19, 2023.
