Comtech issues $45M Series B convertible preferred, exchanges all Series A-1

COMTECH TELECOMMUNICATIONS CORP /DE/

Issued 45,000 shares Series B Convertible Preferred at $1,000 each for $45M; 9% PIK or 7.75% cash dividend.
Exchanged 100,000 Series A-1 shares for 115,721 Series B shares; no Series A-1 remains outstanding.
Conversion price $7.99 per common share; mandatory conversion available after July 22, 2027.
Investors get warrant to buy common if repurchased; nominee director right if $50M+ liquidation preference held.
Magnetar and White Hat Capital are the investors; standstill and voting restrictions apply.

item 1.01 item 1.02 item 2.03 item 3.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

COMTECH TELECOMMUNICATIONS CORP /DE/: Filed Certificate of Designations to establish terms of Series B Convertible Preferred Stock (effective 2024-01-22).

Change: charter amendment
Effective: 2024-01-22

Exact text from the filing

On January 22, 2024, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the terms, rights, obligations and preferences of the Series B Convertible Preferred Stock.

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

COMTECH TELECOMMUNICATIONS CORP /DE/ entered into Subscription and Exchange Agreement with certain affiliates and related funds of Magnetar and White Hat Capital Partners LP valued at $45,000,000 (effective 2024-01-22).

Action: entry
Agreement: equity purchase
Counterparty: certain affiliates and related funds of Magnetar and White Hat Capital Partners LP
Value: $45,000,000
Effective: 2024-01-22

Exact text from the filing

On January 22, 2024, Comtech Telecommunications Corp., a Delaware corporation (the “Company”), entered into a Subscription and Exchange Agreement (the “Subscription and Exchange Agreement”) with certain affiliates and related funds of Magnetar and White Hat Capital Partners LP (each, an “Investor” and collectively, the “Investors”), relating to (i) the issuance and sale of 45,000 shares of a new series of the Company’s Series B Convertible Preferred Stock, par value $0.10 per share, titled the “Series B Convertible Preferred Stock” (the “Series B Convertible Preferred Stock”), for an aggregate purchase price of $45,000,000, or $1,000 per share (the “Primary Issuance”), (ii) the exchange of 100,000 shares of the Company’s Series A-1 Convertible Preferred Stock, par value $0.10 per share (the “Series A-1 Convertible Preferred Stock), for 115,721.22 shares of Series B Convertible Preferred Stock (the “Exchange”) and (iii) the issuance to the Investors of 5,400 shares of Series B Convertib

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256 governance changes filed in the last 30 days. Browse all governance changes →

COMTECH TELECOMMUNICATIONS CORP /DE/ filing history →

Source: SEC EDGAR

accession 0000950142-24-000204

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