<SEC-DOCUMENT>0001104659-25-070103.txt : 20250723
<SEC-HEADER>0001104659-25-070103.hdr.sgml : 20250723
<ACCEPTANCE-DATETIME>20250723185207
ACCESSION NUMBER:		0001104659-25-070103
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250723
DATE AS OF CHANGE:		20250723

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COMTECH TELECOMMUNICATIONS CORP /DE/
		CENTRAL INDEX KEY:			0000023197
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
		ORGANIZATION NAME:           	04 Manufacturing
		EIN:				112139466
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0731

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-30463
		FILM NUMBER:		251144114

	BUSINESS ADDRESS:	
		STREET 1:		305 N 54TH STREET
		CITY:			CHANDLER
		STATE:			AZ
		ZIP:			85226
		BUSINESS PHONE:		4803332200

	MAIL ADDRESS:	
		STREET 1:		305 N 54TH STREET
		CITY:			CHANDLER
		STATE:			AZ
		ZIP:			85226

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMTECH INC
		DATE OF NAME CHANGE:	19870503

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMTECH TELECOMMUNICATIONS CORP
		DATE OF NAME CHANGE:	19831215

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMTECH LABORATORIES INC
		DATE OF NAME CHANGE:	19780425

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Magnetar Financial LLC
		CENTRAL INDEX KEY:			0001352851
		ORGANIZATION NAME:           	
		EIN:				043818748
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		1603 ORRINGTON AVE.
		STREET 2:		13TH FLOOR
		CITY:			EVANSTON
		STATE:			IL
		ZIP:			60201
		BUSINESS PHONE:		(847)905-4400

	MAIL ADDRESS:	
		STREET 1:		1603 ORRINGTON AVE.
		STREET 2:		13TH FLOOR
		CITY:			EVANSTON
		STATE:			IL
		ZIP:			60201
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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    <coverPageHeader>
      <amendmentNo>8</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.10 per share</securitiesClassTitle>
      <dateOfEvent>07/21/2025</dateOfEvent>
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          <com:street1>305 N 54th Street</com:street1>
          <com:city>Chandler</com:city>
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          <com:zipCode>85226</com:zipCode>
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          <personName>David J. Snyderman</personName>
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            <com:street1>1603 Orrington Ave.</com:street1>
            <com:city>Evanston</com:city>
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        <commentContent>(1) Comprised of 20,955,989.74 shares of Common Stock issuable upon conversion of 147,232.96 shares of Series B-3 Convertible Preferred Stock, at an initial conversion price of $7.99 per share, without giving effect to the Ownership Cap (as defined below). The terms of the Series B-3 Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 9.99% of the total number of shares of Common Stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of Series B-3 Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.</commentContent>
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        <commentContent>(1) Comprised of 20,955,989.74 shares of Common Stock issuable upon conversion of 147,232.96 shares of Series B-3 Convertible Preferred Stock, at an initial conversion price of $7.99 per share, without giving effect to the Ownership Cap (as defined below). The terms of the Series B-3 Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 9.99% of the total number of shares of Common Stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of Series B-3 Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonNoCIK>Y</reportingPersonNoCIK>
        <reportingPersonName>Supernova Management LLC</reportingPersonName>
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        <commentContent>(1) Comprised of 20,955,989.74 shares of Common Stock issuable upon conversion of 147,232.96 shares of Series B-3 Convertible Preferred Stock, at an initial conversion price of $7.99 per share, without giving effect to the Ownership Cap (as defined below). The terms of the Series B-3 Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 9.99% of the total number of shares of Common Stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of Series B-3 Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.</commentContent>
      </reportingPersonInfo>
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        <reportingPersonNoCIK>Y</reportingPersonNoCIK>
        <reportingPersonName>David J. Snyderman</reportingPersonName>
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        <commentContent>(1) Comprised of 20,955,989.74 shares of Common Stock issuable upon conversion of 147,232.96 shares of Series B-3 Convertible Preferred Stock, at an initial conversion price of $7.99 per share, without giving effect to the Ownership Cap (as defined below). The terms of the Series B-3 Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 9.99% of the total number of shares of Common Stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of Series B-3 Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.</commentContent>
      </reportingPersonInfo>
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    <items1To7>
      <item1>
        <securityTitle>Common Stock, par value $0.10 per share</securityTitle>
        <issuerName>Comtech Telecommunications Corp.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>305 N 54th Street</com:street1>
          <com:city>Chandler</com:city>
          <com:stateOrCountry>AZ</com:stateOrCountry>
          <com:zipCode>85226</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on October 29, 2021 as amended on November 16, 2021, October 10, 2023, December 15, 2023, January 25, 2024, June 20, 2024, October 17, 2024, and March 3, 2025 (together with this Amendment No. 8, the "Schedule 13D"), relating to shares of common stock, $0.10 par value per share ("Common Stock"), of Comtech Telecommunication Corp., a Delaware corporation (the "Company"). The principal executive offices of the Company is 305 N 54th Street, Chandler, Arizona 85226. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms previously reported in the Schedule 13D. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. This Statement relates to shares of Common Stock (the "Shares") held for the accounts of each of: Magnetar Structured Credit Fund, LP, a Delaware limited partnership ("Magnetar Structured"), Magnetar Longhorn Fund LP, a Delaware limited partnership ("Magnetar Longhorn"), Purpose Alternative Credit Fund - F LLC, a Delaware limited liability company ("Purpose Alternative F"), Purpose Alternative Credit Fund - T LLC, a Delaware limited liability company ("Purpose Alternative T"), Magnetar Lake Credit Fund LLC, a Delaware limited liability company ("Magnetar Lake"), Magnetar Alpha Star Fund LLC, a Delaware limited liability company ("Magnetar Alpha Star") and Magnetar Capital Fund II LP, a Delaware limited partnership ("Capital Fund II" and, together with Magnetar Structured, Magnetar Longhorn, Purpose Alternative F, Purpose Alternative T, Magnetar Lake and Magnetar Alpha Star, the "Funds").</commentText>
      </item1>
      <item4>
        <transactionPurpose>Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Amended Subordinated Credit Agreement

On July 21, 2025, the Company entered into Amendment No. 2 to Subordinated Credit Agreement ("Amendment No. 2" and, together with Senior Amendment No. 3, the "Amendments") with the guarantors party thereto, the lenders party thereto and U.S. Bank Trust Company, National Association, as agent (the "Subordinated Agent"), which amends that certain Subordinated Credit Agreement, dated as of October 17, 2024, among the Company, the guarantors party thereto, the lenders party thereto and the Subordinated Agent (as amended by that certain Waiver and Amendment No. 1, dated as of March 3, 2025, the "Existing Subordinated Credit Agreement" and, as amended by Amendment No. 2, the "Amended Subordinated Credit Agreement"; the Amended Subordinated Credit Agreement, together with the Amended Credit Agreement, the "Credit Agreements").

Amendment No. 2 amends the Existing Subordinated Credit Agreement to, among other things, (i) provide for the incurrence of a $35.0 million incremental facility (as described in further detail below), (ii) suspend, until the four-quarter period ending January 31, 2027, testing of the fixed charge coverage ratio, the net leverage ratio and the minimum EBITDA covenants in the Amended Subordinated Credit Agreement, (iii) reduce the minimum EBITDA requirement, (iv) reduce the minimum quarterly average liquidity requirement from $17.5 million to $15.0 million, (v) permit the Company to engage in the Specified Permitted Individual Disposition, on the terms, and subject to documentation, reasonably acceptable to the Subordinated Agent (subject to certain requirements with respect to the application of any net cash proceeds from such Specified Permitted Individual Disposition), and (vi) require the Company to adopt management incentive and retention arrangements for its key personnel in connection with the contemplation of the Company's strategic alternatives.

Amendment No. 2 provides for an incremental priority subordinated unsecured term loan facility in the aggregate principal amount of $35.0 million (the "Incremental Priority Subordinated Credit Facility"). The interest on the Incremental Priority Subordinated Credit Facility is required to be paid in kind monthly in arrears, by capitalizing and adding the unpaid and accrued amount of such interest to the aggregate outstanding principal amount of the Incremental Priority Subordinated Credit Facility on the last business day of each month. The Incremental Priority Subordinated Credit Facility will rank senior in right of payment to the existing subordinated term loans under the Amended Subordinated Credit Agreement. The Incremental Priority Subordinated Credit Facility is not subject to any make-whole premium.

Under the Amended Subordinated Credit Agreement, the interest rate applicable to the Incremental Priority Subordinated Credit Facility is required to be the greater of (x) highest per annum interest rate then applicable to the Term Loans under the Amended Credit Agreement, and (y) Term SOFR (as defined in the Amended Credit Agreement) plus 10.5%. The Company is required to deliver to the Subordinated Agent a certificate, signed by the chief financial officer or treasurer of the Company, on a quarterly basis certifying the applicable interest rate then in effect and the interest rate(s) that were in effect (and the duration of effect of each such interest rate) for Term Loans under the Amended Credit Agreement during the most recently completed fiscal quarter.

Under the Amended Subordinated Credit Agreement, the required minimum EBITDA was amended and restated such that (i) for the four-quarter period ending January 31, 2027, the Company is required to maintain a minimum EBITDA of $26,000,000, (ii) for the four-quarter period ending April 30, 2027, the Company is required to maintain a minimum EBITDA of $28,000,000, (iii) for the four-quarter period ending July 31, 2027, the Company is required to maintain a minimum EBITDA of $30,000,000, and (iv) for the four-quarter period ending October 31, 2027 and the four-quarter period ending on the last day of each fiscal quarter thereafter, the Company is required to maintain a minimum EBITDA of $32,000,000.

Except as otherwise discussed above, the Incremental Priority Subordinated Credit Facility generally has the same terms and is subject to the same conditions applicable to the existing subordinated term loans under the Amended Subordinated Credit Agreement. The other material terms of the Amended Subordinated Credit Agreement remain unchanged.

Terms used, but not defined, in this Amendment No.8 have the meanings set forth in the Amended Credit Agreement or the Amended Subordinated Credit Agreement, as applicable.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person, which includes accumulated dividends through June 30, 2025. The percentages used in this Schedule 13D are calculated based upon an aggregate of 29,395,263 shares of Common Stock outstanding as of June 3, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ending April 30, 2025 as filed with the SEC on June 9 2025.</percentageOfClassSecurities>
        <numberOfShares>See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition, which includes accumulated dividends through June 30, 2025.</numberOfShares>
        <transactionDesc>No transactions in the shares of Common Stock have been effected by each Reporting Person in the past sixty (60) days.</transactionDesc>
        <listOfShareholders>None.</listOfShareholders>
        <date5PercentOwnership>Not applicable.</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The responses to Items 4 of this Amendment No. 8 are incorporated by reference herein.</contractDescription>
      </item6>
      <item7>
        <filedExhibits>Exhibit 1:  Amendment No. 2 to Subordinated Credit Agreement, dated as of July 21, 2025, by and among Comtech Telecommunications Corp., as borrower, the guarantors named therein, the lenders named therein, and U.S. Bank Trust Company, National Association, as agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 22, 2025).</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Magnetar Financial LLC</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Hayley Stein</signature>
          <title>Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC, GP of Magnetar Capital Partners LP, its Sole Member</title>
          <date>07/23/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Magnetar Capital Partners LP</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Hayley Stein</signature>
          <title>Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC, its General Partner</title>
          <date>07/23/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Supernova Management LLC</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Hayley Stein</signature>
          <title>Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager</title>
          <date>07/23/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>David J. Snyderman</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Hayley Stein</signature>
          <title>Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager</title>
          <date>07/23/2025</date>
        </signatureDetails>
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