13D Filings
Comtech Telecommunications Corp.
CMTL
Amendment
Ownership

41.62%

Total Shares

20,955,989

Issuer CIK

23197

CUSIP

205826209

Event Date

Jul 20, 2025

Accepted

Jul 23, 2025, 06:52 PM

Reporting Persons (4)
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
Magnetar Financial LLC
Investment Adviser
41.62%20,955,989020,955,989
Magnetar Capital Partners LP
Holding Company
41.62%20,955,989020,955,989
Supernova Management LLC
Holding Company
41.62%20,955,989020,955,989
David J. Snyderman
Individual
41.62%20,955,989020,955,989
Disclosure Items (5)

Security Title

Common Stock, par value $0.10 per share

Issuer Name

Comtech Telecommunications Corp.

Issuer Address

305 N 54th Street, Chandler, AZ, 85226

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.

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 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.

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 in the past sixty (60) days.

Shareholders

None.

Date of 5% Ownership

Not applicable.

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.

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).