UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Comtech Telecommunications
Corp.
(Name of Issuer)
Common Stock, par value
$0.10 per share
(Title of Class of Securities)
205826209
(CUSIP Number of Class of Securities)
David J. Snyderman
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois
60201
(847) 905-4400
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
December 13, 2023
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D
and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 205826209 |
SCHEDULE 13D |
Page 2 of 8 |
1. |
NAME
OF REPORTING PERSON:
Magnetar
Financial LLC |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) |
¨ |
|
|
(b) |
x |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
0
|
8. |
SHARED
VOTING POWER
3,785,398 (1)
|
9. |
SOLE
DISPOSITIVE POWER
0
|
10. |
SHARED
DISPOSITIVE POWER
3,785,398 (1)
|
11. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,785,398 (1) |
12. |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.73% (1) |
14. |
TYPE
OF REPORTING PERSON
IA; OO |
(1) Comprised of 3,785,398 shares of Common Stock issuable upon
conversion of 80,000 shares of Series A-1 Convertible Preferred Stock, at an initial conversion price of $23.97 per share, without
giving effect to the Ownership Cap (as defined below). The terms of the Series A-1 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 A-1 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.
CUSIP No. 205826209 |
SCHEDULE 13D |
Page 3 of 8 |
1. |
NAME
OF REPORTING PERSON:
Magnetar
Capital Partners LP |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) |
¨ |
|
|
(b) |
x |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
0
|
8. |
SHARED
VOTING POWER
3,785,398 (1)
|
9. |
SOLE
DISPOSITIVE POWER
0
|
10. |
SHARED
DISPOSITIVE POWER
3,785,398 (1)
|
11. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,785,398 (1) |
12. |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.73% (1) |
14. |
TYPE
OF REPORTING PERSON
HC; OO |
(1) Comprised of 3,785,398 shares of Common Stock issuable upon
conversion of 80,000 shares of Series A-1 Convertible Preferred Stock, at an initial conversion price of $23.97 per share, without
giving effect to the Ownership Cap (as defined below). The terms of the Series A-1 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 A-1 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.
CUSIP No. 205826209 |
SCHEDULE 13D |
Page 4 of 8 |
1. |
NAME
OF REPORTING PERSON:
Supernova Management LLC |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) |
¨ |
|
|
(b) |
x |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
0
|
8. |
SHARED
VOTING POWER
3,785,398 (1)
|
9. |
SOLE
DISPOSITIVE POWER
0
|
10. |
SHARED
DISPOSITIVE POWER
3,785,398 (1)
|
11. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,785,398 (1) |
12. |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.73% (1) |
14. |
TYPE
OF REPORTING PERSON
HC; OO |
(1) Comprised of 3,785,398 shares of Common Stock issuable upon
conversion of 80,000 shares of Series A-1 Convertible Preferred Stock, at an initial conversion price of $23.97 per share, without
giving effect to the Ownership Cap (as defined below). The terms of the Series A-1 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 A-1 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.
CUSIP No. 205826209 |
SCHEDULE 13D |
Page 5 of 8 |
1. |
NAME
OF REPORTING PERSON:
David J. Snyderman |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) |
¨ |
|
|
(b) |
x |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
0
|
8. |
SHARED
VOTING POWER
3,785,398 (1)
|
9. |
SOLE
DISPOSITIVE POWER
0
|
10. |
SHARED
DISPOSITIVE POWER
3,785,398 (1)
|
11. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,785,398 (1) |
12. |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.73% (1) |
14. |
TYPE
OF REPORTING PERSON
HC; IN |
(1) Comprised of 3,785,398 shares of Common Stock issuable upon
conversion of 80,000 shares of Series A-1 Convertible Preferred Stock, at an initial conversion price of $23.97 per share, without
giving effect to the Ownership Cap (as defined below). The terms of the Series A-1 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 A-1 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.
SCHEDULE
13D
item 1. |
security and issuer |
Item
1 of the Schedule 13D is hereby amended and supplemented as follows:
This
Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) 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 and October 10, 2023 (together with this
Amendment No. 3, 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 68 South Service Road, Suite 230, Melville, New York 11747. 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. 3 does not modify any of the information previously reported in
the Schedule 13D.
ITEM 4. |
PURPOSE OF TRANSACTION |
Item
4 of the Schedule 13D is hereby amended and supplemented as follows:
On December 13, 2023, the Company and certain affiliates and related
funds of Magnetar Capital LLC and White Hat Capital Partners LP (collectively, the “Investors”) agreed to change the
terms of the Company’s Series A Convertible Preferred Stock, par value $0.10 per share (the “Series A Convertible
Preferred Stock”). The changes (i) allow for one or more issuances by the Company of, in the aggregate, up to $50.0 million
of shares of Common Stock without the consent of the holders at any time prior to October 31, 2024 and (ii) provide that in
the event of a Change of Control (as defined in the Certificate of Designations (as defined below)), the holders can exercise an optional
repurchase right at 1.5 times the liquidation preference of the Convertible Preferred Stock (as opposed to 1.0 times currently).
To effect the changes described above, the Company and the Investors
entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Investors exchanged (the “Exchange”),
in a transaction exempt from registration under the Securities Act of 1933, as amended, all of the 100,000 shares of Series A Convertible
Preferred Stock outstanding for 100,000 shares of the Company’s newly issued Series A-1 Convertible Preferred Stock, par value
$0.10 per share (the “Series A-1 Convertible Preferred Stock”), with an initial liquidation preference of $1,134.20
per share (the per share liquidation preference of the Series A Convertible Preferred Stock as of September 30, 2023). The Exchange
Agreement also provides that the terms and conditions of the registration rights agreement, dated as of October 19, 2021, as amended,
between the Company and the Investors, and the voting agreements, between the Company and each of the Investors, each dated October 18,
2021, as amended, shall continue to apply, mutatis mutandis, to the Series A-1 Convertible Preferred Stock and the Company’s
common stock, par value $0.10 per share , issuable upon the conversion of the Series A-1 Convertible Preferred Stock.
In connection with the Exchange, the Company issued an aggregate of
100,000 shares of Series A-1 Convertible Preferred Stock to the Investors pursuant to the Certificate of Designations of the Series A-1
Preferred Stock (the “Certificate of Designations”) filed with the Secretary of State of Delaware on December 14, 2023
in accordance with the General Corporation Law of the State of Delaware (the “DGCL”). Pursuant to the Exchange, the
Reporting Persons exchanged their 80,000 shares of Series A Convertible Preferred Stock for 80,000 shares of Series A-1 Convertible
Preferred Stock.
Except for the changes described above, the powers, preferences and
rights of the Series A-1 Convertible Preferred Stock are substantially the same as those of the Series A Convertible Preferred
Stock, including, without limitation, that the shares of Series A-1 Convertible Preferred Stock are convertible into shares of Common
Stock at a conversion price of $23.97 per share of Common Stock (the same as the current conversion price of the Series A Convertible
Preferred Stock, and subject to the same adjustments).
The foregoing descriptions of the Certificate of Designations and the
Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the Certificate of Designations and
the Exchange Agreement which are attached hereto as Exhibits 1 and 2, respectively, and are incorporated by reference herein.
Following completion of the Exchange and promptly after the related
cancellation of all the outstanding shares of Series A Convertible Preferred Stock, the Company will file a Certificate of Elimination
of Series A Convertible Preferred Stock of the Company (the “Certificate of Elimination”) with the Secretary of
State of Delaware as part of the Company’s Certificate of Incorporation in accordance with the DGCL. The foregoing description of
the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the form of Certificate
of Elimination which is attached hereto as Exhibit 3 and is incorporated by reference herein.
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The Company reported in their Form 10-Q filed on December 7,
2023 that 28,478,950 shares of Common Stock were issued and outstanding as of December 1, 2023.
(a) and (b) The information contained on the cover page to
this statement on Schedule 13D and set forth in Item 4 hereof is incorporated by reference into this Item 5.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER |
Item
6 of the Schedule 13D is hereby amended and supplemented as follows:
The responses to Items
4 of this Amendment No. 3 are incorporated by reference herein.
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of the Schedule 13D is hereby supplemented as follows:
Exhibit No. |
Description |
|
|
Exhibit 1 |
Certificate of Designations designating the Series A-1 Convertible Preferred Stock of Comtech Telecommunications Corp., dated December 14, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2023). |
|
|
Exhibit 2 |
Exchange Agreement, dated December 13, 2023, by and among Comtech Telecommunications Corp. and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2023). |
|
|
Exhibit 3 |
Form of Certificate of Elimination of Series A Convertible Preferred Stock of Comtech Telecommunications Corp. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 14, 2023) |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 15,
2023
|
magnetar financial llc |
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|
|
By: Magnetar Capital Partners LP, its Sole Member |
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|
By: |
/s/ Hayley Stein |
|
|
Name: |
Hayley Stein |
|
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager of
Supernova Management LLC, the General Partner of Magnetar Capital Partners LP |
|
|
|
|
|
magnetar capital partners LP |
|
|
|
|
|
By: |
/s/ Hayley Stein |
|
|
Name: |
Hayley Stein |
|
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP |
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supernova management llc |
|
|
|
|
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By: |
/s/
Hayley Stein |
|
|
Name: |
Hayley Stein |
|
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Title: |
Attorney-in-fact for David J. Snyderman, Manager |
|
|
|
|
|
/s/ Hayley Stein |
|
Attorney-in-fact for David J. Snyderman |
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