White Hat Capital Partners LP Amends Comtech Stake Filing
Ticker: CMTL · Form: SC 13D/A · Filed: Jun 18, 2024 · CIK: 23197
Sentiment: neutral
Topics: 13D-filing, shareholder-activity, amendment
Related Tickers: CMTL
TL;DR
White Hat Capital Partners LP updated their Comtech stake filing. Keep an eye on this one.
AI Summary
White Hat Capital Partners LP has amended its Schedule 13D filing regarding Comtech Telecommunications Corp. The filing, dated June 18, 2024, indicates a change in beneficial ownership. White Hat Capital Partners LP is a significant holder of Comtech's common stock.
Why It Matters
This amendment signals potential strategic activity or changes in investment strategy by a significant shareholder in Comtech Telecommunications Corp.
Risk Assessment
Risk Level: medium — Amendments to 13D filings often precede significant corporate actions or shifts in shareholder influence, warranting close monitoring.
Key Players & Entities
- White Hat Capital Partners LP (company) — Filing entity
- Comtech Telecommunications Corp (company) — Subject company
- Mark R. Quinlan (person) — Contact person for White Hat Capital Partners LP
FAQ
What specific changes in beneficial ownership are detailed in this amendment?
The filing is an amendment (Amendment No. 1) to a Schedule 13D, indicating a change in the previously reported beneficial ownership of Comtech Telecommunications Corp. by White Hat Capital Partners LP.
Who is filing this amendment?
White Hat Capital Partners LP is filing this amendment.
What is the subject company of this filing?
The subject company is Comtech Telecommunications Corp.
What is the CUSIP number for Comtech Telecommunications Corp.'s common stock?
The CUSIP number for Comtech Telecommunications Corp.'s common stock is 205826209.
When was this filing submitted to the SEC?
This filing was submitted to the SEC on June 18, 2024.
Filing Stats: 4,571 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-06-18 16:31:16
Key Financial Figures
- $0.10 — me of Issuer) Common stock, par value $0.10 per share (Title of Class of Securitie
- $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
- p24-2180sc13da.htm (SC 13D/A) — 125KB
- 0000902664-24-004397.txt ( ) — 126KB
of the Schedule 13D is hereby amended and restated in its entirety
Item 1 of the Schedule 13D is hereby amended and restated in its entirety: This statement on Schedule 13D (the " Schedule 13D ") relates to the common stock, par value $0.10 per share (the " Common Stock ") of Comtech Telecommunications Corp. , a Delaware corporation (the " Issuer "). The Issuer's principal executive offices are located at 305 N 54th Street, Chandler, Arizona 85226. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
of the Schedule 13D is hereby amended and supplemented to include the following
Item 3 of the Schedule 13D is hereby amended and supplemented to include the following: WHSP acquired (i) 23,271.73 shares of Series B-1 Convertible Preferred Stock (as defined in Item 4) reported herein by surrendering to the Issuer 23,271.73 shares of Series B Convertible Preferred Stock for cancellation and (ii) 799.32 shares of Series B-1 Convertible Preferred Stock as June Additional Shares (as defined and described in the Subscription and Exchange Agreement). WHSP II acquired (i) 6,033.05 shares of Series B-1 Convertible Preferred Stock reported herein by surrendering to the Issuer 6,033.05 shares of Series B-1 Convertible Preferred Stock and (ii) 207.22 shares of Series B-1 Convertible Preferred Stock as June Additional Shares. Item 4. PURPOSE OF TRANSACTION
of the Schedule 13D is hereby amended and supplemented to include the following
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following: On June 17, 2024, the White Hat Funds entered into an Subscription and Exchange Agreement (the “ Subscription and Exchange Agreement ”) with the Issuer and the other investors listed on the signature pages attached thereto (each of the White Hat Funds and such other parties, an “ Investor ” and collectively, the “ Investors ”) pursuant to which the parties agreed to change certain terms of the Series B Convertible Preferred Stock. The changes altered the preferred holders’ existing consent rights and existing put rights alongside payments upon a change of control following specified asset sales, in each case consistent with the Existing Credit Agreement (as defined in the Certificate of Designations of the Series B-1 Convertible Preferred Stock (the “ Series B-1 Certificate of Designations”)) . To effect the changes described above, (i) WHSP exchanged 23,271.73 shares of Series B Convertible Preferred Stock for 23,271.73 shares of the Issuer’s newly issued Series B-1 Convertible Preferred Stock, par value $0.10 per share, with an initial liquidation preference of $1,036.58 per share (the per share liquidation preference of the Series B Convertible Preferred Stock as of June 16, 2024) (the “ Series B-1 Convertible Preferred Stock ”), (ii) WHSP II exchanged 6,033.05 Series B Convertible Preferred Stock for 6,033.05 shares of Series B-1 Convertible Preferred Stock, (iii) WHSP acquired 799.32 shares of Series B-1 Convertible Preferred Stock as June Additional Shares and (iv) WHSP II acquired 207.22 shares of Series B-1 Convertible Preferred Stock as June Additional Shares. The transactions contemplated by the Subscription and Exchange Agreement closed on June 17, 2024 (the “ Closing Date ”). CUSIP No. 205826209 SCHEDULE 13D/A Page 10 of 13 Pages In connection with the closing of the transactions
of the Schedule 13D is hereby amended and supplemented to include the following
Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: The Reporting Persons' response to Item 4 of this Amendment No. 1 is incorporated by reference into this Item 6. CUSIP No. 205826209 SCHEDULE 13D/A Page 12 of 13 Pages Item 7. MATERIAL TO BE FILED AS EXHIBITS
is hereby amended and supplemented to include the following
Item 7 is hereby amended and supplemented to include the following: Exhibit 99.5 Subscription and Exchange Agreement, dated as of June 17, 2024 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on June 18, 2024). Exhibit 99.6 Form of Voting Agreement (incorporated by reference to Exhibit 10.3 of the Issuer's Current Report on Form 8-K filed with the SEC on June 18, 2024). Exhibit 99.7 Registration Rights Agreement, dated as of June 17, 2024 (incorporated by reference to Exhibit 10.4 of the Issuer's Current Report on Form 8-K filed with the SEC on June 18, 2024). CUSIP No. 205826209 SCHEDULE 13D/A Page 13 of 13 Pages
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATE: June 18, 2024 /s/ Mark R. Quinlan MARK R. Quinlan, ( i) individually, (ii) as Managing Member of: (a) White Hat SP GP LLC, (x) for itself and (y) as General Partner of White Hat Strategic Partners LP, (b) White Hat SP GP II LLC, (x) for itself and (y) as General Partner of White Hat Strategic Partners II LP and (c) White Hat Capital Partners GP LLC, as General Partner of White Hat Capital Partners LP. /s/ David J. Chanley DAVID J. CHANLEY, individually