Comtech exchanges Series A Preferred for new Series A-1 with amended terms, up to $50M common issuance allowed

COMTECH TELECOMMUNICATIONS CORP /DE/

Exchanged all 100,000 Series A Preferred shares for 100,000 Series A-1 Preferred shares at $1,134.20 liquidation preference per share.
Company may issue up to $50M of common stock without holder consent until October 31, 2024.
On change of control, holders may require repurchase at 1.5x liquidation preference (was 1.0x).
Conversion price remains $23.97 per share; Series A-1 has substantially same powers and preferences as Series A.
Transaction exempt from registration; related registration rights and voting agreements apply to Series A-1.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

COMTECH TELECOMMUNICATIONS CORP /DE/ entered into Exchange Agreement with certain affiliates and related funds of Magnetar Capital LLC and White Hat Capital Partners LP valued at $1,134.20 per share (effective 2023-12-13).

Action: entry
Agreement: equity purchase
Counterparty: certain affiliates and related funds of Magnetar Capital LLC and White Hat Capital Partners LP
Value: $1,134.20 per share
Effective: 2023-12-13

Exact text from the filing

On December 13, 2023, Comtech Telecommunications Corp. (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 ”).

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Source: SEC EDGAR

accession 0000950142-23-002964

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