PAR Technology Corporation Acquires Leading Loyalty Provider Punchh Inc. for $500MM, Becoming a Unified Commerce Cloud Platform for Enterprise Restaurants - Seite 2

PAR financed the cash consideration of the purchase price through a combination of equity and debt, including proceeds from the sale of $160 million of PAR common stock to PAR Act III, LLC (“Act III”) and to funds and accounts advised by T. Rowe Price Associates, Inc. and a $180 million senior secured term loan under a credit agreement, with Owl Rock First Lien Master Fund, L.P., as administrative and collateral agent.

Keith Pascal, Act III Partner, joins the Board of Directors of PAR Technology Corporation and, Ron Shaich, Act III Managing Partner and founder of Panera Bread, takes a Board Observer seat.

Shaich said, “We are thrilled to join this journey with PAR and Punchh. As a founder and long-time CEO of a large restaurant company, I understand first-hand the struggles of trying to power a large enterprise by gluing together disparate technologies from multiple vendors which results in silos of data, increased management costs and barriers to agile innovation. However, those restaurant brands that can create a differentiated guest experience, aided by seamless omnichannel technology and a superior understanding of their guests’ preferences and behaviors, will be best positioned to win in the ever increasingly competitive restaurant marketplace. I believe PAR’s vision of a unified commerce cloud will enable more restaurant enterprises to compete effectively and efficiently in the digital arms race.”

Goldman Sachs & Co. LLC served as financial advisor to PAR Technology Corporation, and as sole placement agent in connection with the concurrent financing transactions. Gibson, Dunn & Crutcher LLP served as legal counsel to PAR Technology Corporation in connection with the acquisition and financing transactions.

J.P. Morgan Securities LLC served as exclusive financial advisor and Fenwick & West LLP as legal counsel to Punchh.

PAR Management will host a conference call to discuss the transaction at 10:30 a.m. ET on Thursday, April 8, 2021. To participate in the call, please call 844-419-5412, approximately 10 minutes in advance. No passcode is required to participate in the live call. Individual & Institutional Investors will have the opportunity to listen to the conference call/event over the internet by visiting PAR’s website at www.partech.com/about-us/investor-relations/ Alternatively, listeners may access an archived version of the presentation call after 8:30 p.m. on April 8 through April 15, 2021 by dialing 855-859-2056 and using conference ID 9192656.