Comtech Telecom Reports Material Agreements & Equity Sales

TL;DR

Comtech signed/canceled deals, sold stock, and took on debt. Big moves happening.

AI Summary

Comtech Telecommunications Corp. entered into a material definitive agreement on June 17, 2024, related to its financial obligations. The company also terminated a material definitive agreement on the same date. Additionally, Comtech reported the creation of a direct financial obligation and unregistered sales of equity securities.

Why It Matters

This filing indicates significant changes in Comtech's contractual and financial arrangements, potentially impacting its operational structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, terminations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Comtech Telecommunications Corp. (company) — Filer
• 2024-06-17 (date) — Date of material definitive agreement entry and termination

FAQ

Key Financial Figures

• $0.10 — ch registered Common Stock, par value $0.10 per share CMTL Nasdaq Stock Market
• $162.0 million — ured loan facility consisting of: (i) a $162.0 million term loan (the " Term Loan Facility ")
• $60.0 million — nts in an aggregate principal amount of $60.0 million (the " ABL Credit Facility " and, toget
• $25.0 million — ng base limitations as described below. $25.0 million of the ABL Credit Facility was advanced
• $15.0 million — the sum of clauses (a) and (b) and (ii) $15.0 million of such accounts; plus (c) 60% of the n
• $20.0 million — eding fiscal quarter period of at least $20.0 million; and (iv) TTM EBITDA of at least (A) $3
• $35.0 million — on; and (iv) TTM EBITDA of at least (A) $35.0 million for the four quarter period ending Octo
• $37.5 million — ter period ending January 31, 2026, (B) $37.5 million for the four quarter period ending Apri
• $40.0 million — ter period ending July 31, 2026 and (C) $40.0 million for the four quarter period ending Octo
• $1,036.58 — th an initial liquidation preference of $1,036.58 per share (the per share liquidation pr
• $7.99 — f Common Stock at a conversion price of $7.99 per share of Common Stock (the same as

Filing Documents

• eh240496292_8k.htm (8-K) — 55KB
• eh240496292_ex0301.htm (EX-3.1) — 327KB
• eh240496292_ex0302.htm (EX-3.2) — 8KB
• eh240496292_ex0401.htm (EX-4.1) — 155KB
• eh240496292_ex1001.htm (EX-10.1) — 1007KB
• eh240496292_ex1002.htm (EX-10.2) — 437KB
• eh240496292_ex1003.htm (EX-10.3) — 47KB
• eh240496292_ex1004.htm (EX-10.4) — 133KB
• image_001.jpg (GRAPHIC) — 1KB
• company_logo.jpg (GRAPHIC) — 6KB
• 0000950142-24-001650.txt ( ) — 2835KB
• cmtl-20240617.xsd (EX-101.SCH) — 3KB
• cmtl-20240617_lab.xml (EX-101.LAB) — 33KB
• cmtl-20240617_pre.xml (EX-101.PRE) — 22KB
• eh240496292_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 17, 2024, Comtech Telecommunications Corp. (the " Company ") entered into a Credit Agreement among the Company, the lenders party thereto, TCW Asset Management Company LLC, as agent, and Wingspire Capital LLC, as Revolving Agent (the " Credit Agreement "). The Credit Agreement provides a senior secured loan facility consisting of: (i) a $162.0 million term loan (the " Term Loan Facility ") and (ii) an asset-based revolving credit facility with revolving commitments in an aggregate principal amount of $60.0 million (the " ABL Credit Facility " and, together with the Term Loan Facility, the " Credit Facility "), which is subject to borrowing base limitations as described below. $25.0 million of the ABL Credit Facility was advanced at closing . The proceeds of the Credit Facility will be used to repay the Company's existing credit facility in full and for working capital and other general corporate purposes of the Company and its subsidiaries. Availability under the ABL Credit Facility is subject to eligibility criteria set forth in the Credit Agreement, and equal to a borrowing base in an amount equal to, from time to time: (a) 85% of the net book value of billed and invoiced accounts receivables of the Borrowing Base Parties; plus (b) 85% of the net book value of accounts receivables that the Borrowing Base Parties have the right to bill but have not yet billed up to the lesser of (i) 12.5% of the amount calculated pursuant to the sum of clauses (a) and (b) and (ii) $15.0 million of such accounts; plus (c) 60% of the net book value of all inventory of the Borrowing Base Parties, less (d) customary reserves. The Credit Agreement provides that (x) Revolving Loans comprised of (i) Base Rate Loans shall bear interest at the Base Rate plus an additional margin ranging from 3.75% to 4.25%, depending on the average quarterly revolving loan usage during the applicable determination period and (ii) SOFR Loan

02. Termination of a Material Definitive

Item 1.02. Termination of a Material Definitive Agreement. The disclosure required by Item 1.02 of Form 8-K is incorporated herein by reference to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K.

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by Item 2.03 of Form 8-K is incorporated herein by reference to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The disclosure required by Item 3.02 of Form 8-K is incorporated herein by reference to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K.

03. Material Modification to Rights of Security

Item 3.03. Material Modification to Rights of Security Holders The disclosure required by Item 3.03 of Form 8-K is incorporated herein by reference to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The disclosure required by Item 5.03 of Form 8-K is incorporated herein by reference to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designations designating the Series B-1 Convertible Preferred Stock 3.2 Form of Certificate of Elimination eliminating the Series B Convertible Preferred Stock 4.1 Form of Warrant Agreement 10.1 Credit Agreement, dated as of June 17, 2024, by and among Comtech Telecommunications Corp. and the lenders named therein 10.2 Subscription and Exchange Agreement, dated as of June 17, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein 10.3 Form of Voting Agreement 10.4 Registration Rights Agreement, dated as of June 17, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 18, 2024 COMTECH TELECOMMUNICATIONS CORP. By: /s/ Michael A. Bondi Name: Michael A Bondi Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR