13D Filings
COMTECH TELECOMMUNICATIONS CORP /DE/
CMTL
Amendment
Ownership

9.99%

Total Shares

4,807,109

Issuer CIK

23197

CUSIP

205826209

Event Date

Jul 20, 2025

Accepted

Jul 23, 2025, 05:18 PM

Reporting Persons (7)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
David J. Chanley
Individual
9.99%4,752,45404,752,454
Mark R. Quinlan
Individual
9.99%4,807,10954,6554,752,454
White Hat SP GP LLC
Other
9.99%3,745,62303,745,623
White Hat Strategic Partners LP
Partnership
9.99%3,745,62303,745,623
White Hat Capital Partners LP
Partnership
9.99%4,752,45404,752,454
White Hat SP GP II LLC
Other
3.32%1,006,83101,006,831
White Hat Strategic Partners II LP
Partnership
3.32%1,006,83101,006,831
Disclosure Items (5)

Security Title

Common stock, par value $0.10 per share

Issuer Name

COMTECH TELECOMMUNICATIONS CORP /DE/

Issuer Address

305 N 54TH STREET, CHANDLER, AZ, 85226

Amendment No. 2 to the Subordinated Credit Agreement. On July 21, 2025, the Issuer entered into the Amendment No. 2 to Subordinated Credit Agreement ("Amendment No. 2") with the guarantors party thereto, the lenders party thereto and the Subordinated Agent, which amends the Amended Subordinated Credit Agreement. Amendment No. 2 amends the Amended 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) modify the interest rate applicable to the subordinated term loans (as described in further detail below), (iv) reduce the minimum EBITDA requirement (as described in further detail below), (v) reduce the minimum quarterly average liquidity requirement from $17.5 million to $15.0 million, (vi) permit the Issuer to engage in the Specified Permitted Individual Disposition, on the terms, and subject to documentation, reasonably acceptable to the Subordinated Agent, and (vii) require the Issuer to adopt management incentive and retention arrangements for its key personnel in connection with the contemplation of the Issuer'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"), which has been extended by lenders other than the White Hat Funds. The interest on the Incremental Priority Subordinated Credit Facility shall 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. Unlike the existing subordinated term loans, 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 shall be the greater of (x) the highest per annum interest rate then-applicable to the Term Loans under the Existing Credit Agreement, as amended (the "Amended Credit Agreement"), and (y) Term SOFR (as defined in the Amended Credit Agreement) plus 10.5%. 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 Issuer shall maintain a minimum EBITDA of $26,000,000, (ii) for the four-quarter period ending April 30, 2027, the Issuer shall maintain a minimum EBITDA of $28,000,000, (iii) for the four-quarter period ending July 31, 2027, the Issuer shall 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 Issuer shall 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. Capitalized terms used, but not defined, in this section under the heading "Amendment No. 2 to Subordinated Credit Agreement" have the meanings set forth in the Existing Credit Agreement, the Amended Subordinated Credit Agreement or Amendment No. 2, as applicable. The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2. For further information regarding Amendment No. 2 reference is made to the text of Amendment No. 2, which has been filed as Exhibit 99.18 hereto, and incorporated by reference herein.

Percentage of Class

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 reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2025 filed with the SEC on June 9, 2025, and assumes the issuance of the shares of Common Stock underlying the restricted stock units held by Mr. Quinlan and the conversion of the shares of Series B-3 Convertible Preferred Stock held by the White Hat Funds, subject to the Blocker (as defined below). As used herein, "Blocker" means a provision in the Series B-3 Certificate of Designations that prohibits any holder of Series B-3 Convertible Preferred Stock and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" from beneficially owning more than 9.99% of the outstanding Common Stock at any time, determined in accordance with rules promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Number of Shares

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.

Transactions

No transactions in the shares of Common Stock have been effected by each Reporting Person during the past sixty (60) days.

The Reporting Persons' response to Item 4 of this Amendment No. 4 is incorporated by reference into this Item 6.

Exhibit 99.18 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 of the Issuer's Current Report on Form 8-K filed with the SEC on July 22, 2025)

COMTECH TELECOMMUNICATIONS CORP /DE/ — Schedule 13D | 13D Filings