Sec Form 13D Filing - Magnetar Financial LLC filing for COMTECH TELECOMMUNICATIONS CORP (CMTL) - 2021-11-15

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

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)

 

Alec N. Litowitz 

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)

 

November 10, 2021

 

(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 10

 

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 3,890,306 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 3,890,306 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,890,306 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.87% (1)
14.	TYPE OF REPORTING PERSON   IA; OO

 

(1) Comprised of 3,265,306 shares of Common Stock issuable upon conversion of 80,000 shares of Series A Convertible Preferred Stock, at an initial conversion price of $24.50 per share, plus a right to acquire an additional 20,000 shares of Series A Convertible Preferred Stock that would be convertible into 625,000 shares of Common Stock at an initial conversion price of $32.00 per share, without giving effect to the Ownership Cap (as defined below). The terms of the Series A 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 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 10

 

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 3,890,306 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 3,890,306 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,890,306 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.87% (1)
14.	TYPE OF REPORTING PERSON   HC; OO

 

(1) Comprised of 3,265,306 shares of Common Stock issuable upon conversion of 80,000 shares of Series A Convertible Preferred Stock, at an initial conversion price of $24.50 per share, plus a right to acquire an additional 20,000 shares of Series A Convertible Preferred Stock that would be convertible into 625,000 shares of Common Stock at an initial conversion price of $32.00 per share, without giving effect to the Ownership Cap (as defined below). The terms of the Series A 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 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 10

 

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 3,890,306 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 3,890,306 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,890,306 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.87% (1)
14.	TYPE OF REPORTING PERSON   HC; OO

  

(1) Comprised of 3,265,306 shares of Common Stock issuable upon conversion of 80,000 shares of Series A Convertible Preferred Stock, at an initial conversion price of $24.50 per share, plus a right to acquire an additional 20,000 shares of Series A Convertible Preferred Stock that would be convertible into 625,000 shares of Common Stock at an initial conversion price of $32.00 per share, without giving effect to the Ownership Cap (as defined below). The terms of the Series A 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 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 10

 

1.	NAME OF REPORTING PERSON: Alec N. Litowitz
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 3,890,306 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 3,890,306 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,890,306 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.87% (1)
14.	TYPE OF REPORTING PERSON   HC; IN

 

(1) Comprised of 3,265,306 shares of Common Stock issuable upon conversion of 80,000 shares of Series A Convertible Preferred Stock, at an initial conversion price of $24.50 per share, plus a right to acquire an additional 20,000 shares of Series A Convertible Preferred Stock that would be convertible into 625,000 shares of Common Stock at an initial conversion price of $32.00 per share, without giving effect to the Ownership Cap (as defined below). The terms of the Series A 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 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. 1 to Schedule 13D (this “Amendment No. 1”) 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 (together with this Amendment No. 1, 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. 1 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:

 

As previously disclosed, in connection with the Company’s issuance and sale of up to 125,000 shares of Series A Convertible Preferred Stock, par value $0.10 per share (“Series A Convertible Preferred Stock”), to certain affiliates and related funds of Magnetar Capital LLC and White Hat Capital Partners LP (collectively, the “Investors”) completed on October 19, 2021, the Company entered into Voting Agreements (the “Voting Agreements”) with each of the Investors pursuant to which the Investors agreed, among other things, subject to the qualifications and exceptions set forth in the Voting Agreements, to vote their shares of Series A Convertible Preferred Stock and Common Stock (collectively, the “Company Shares”) at each meeting of the stockholders of the Company subsequent to the annual meeting of stockholders of the Company for the 2021 fiscal year in the same manner as recommended by the Board of Directors of the Company (the “Board”) with respect to the election or removal of directors and any Company or stockholder proposal. On November 10, 2021, the Company and each of the Investors entered into Amended and Restated Voting Agreements (the “A&R Voting Agreements”), which supersede the Voting Agreements in their entirety. Pursuant to the terms of the A&R Voting Agreements, the Investors will not be obligated to vote in the same manner as recommended by the Board with respect to the election of directors of the Company. In addition, pursuant to the terms of the A&R Voting Agreements, the Investors’ obligation to vote their Company Shares in the same manner as recommended by the Board will not apply with respect to any shares of Series A Convertible Preferred Stock (or shares of Co mmon Stock issued or issuable upon conversion of any shares of Series A Convertible Preferred Stock) acquired by the Investors by virtue of (i) the “green shoe” option pursuant to which the Investors have the right to purchase their pro rata portion of an aggregate of 25,000 additional shares of Series A Convertible Preferred Stock for an aggregate purchase price of $25,000,000 on or prior to March 31, 2023, or (ii) any dividends added to the liquidation preference of the shares of Series A Convertible Preferred Stock issued to the Investors pursuant to the Certificate of Designations designating the Series A Convertible Preferred Stock (the “Certificate of Designations”).

 

 

The foregoing description of the A&R Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the form of A&R Voting Agreement, which is filed as Exhibit 6 and incorporated by reference herein.

 

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. 1 are incorporated by reference herein.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

Exhibit 6

Form of A&R Voting Agreement (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 12, 2021).

 

 

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:     November 15, 2021

 

	magnetar financial llc
	By: Magnetar Capital Partners LP, its Sole Member
	By:	/s/ Alec N. Litowitz
		Name:	Alec N. Litowitz
		Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
	magnetar capital partners LP
	By:	/s/ Alec N. Litowitz
		Name:	Alec N. Litowitz
		Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
	supernova management llc
	By:	/s/ Alec N. Litowitz
		Name:	Alec N. Litowitz
		Title:	Manager
	/s/ Alec N. Litowitz
	Alec N. Litowitz