PAR Technology Corporation Announces Pricing of Public Offerings of Common Stock and Convertible Senior Notes

PAR Technology Corporation (NYSE: PAR) (“Company” or “PAR”) announced today the pricing of its concurrent underwritten public offerings of 892,857 shares of common stock (the “Equity Offering”) and $235.0 million aggregate principal amount of 1.5% Convertible Senior Notes due 2027 (the “2027 Notes” and such offering the “Notes Offering”). In addition, PAR has granted a 30-day option to the underwriters to purchase up to an additional 89,286 shares of common stock and up to an additional $30.0 million aggregate principal amount of 2027 Notes.

The aggregate net proceeds from the offerings, after deducting underwriting discounts and commissions and expenses payable by PAR, are expected to be approximately $275.4 million, or $309.3 million if the underwriters exercise their options to purchase the additional shares of common stock and 2027 Notes in full. PAR expects to use the net proceeds from the offerings to repay in full the Company’s term loan (including accrued interest and prepayment premium) under its credit agreement with certain lenders and Owl Rock First Lien Master Fund, L.P., as administrative agent and collateral agent; the principal amount currently outstanding on such term loan is $180 million. PAR intends to use the remaining net proceeds from the offerings for general corporate purposes, including continued investment in the growth of PAR’s businesses and for other working capital needs. PAR may also use a portion of the net proceeds to acquire or invest in other assets complementary to the Company’s businesses or for repurchases of the Company’s other indebtedness.

The 2027 Notes will be unsecured senior obligations of the Company. The 2027 Notes will mature on October 15, 2027, unless earlier repurchased, redeemed or converted. Interest will accrue on the 2027 Notes at a rate of 1.5% per year and will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2022.

The 2027 Notes will be convertible at the option of the holders, prior to the close of business on the business day immediately preceding April 15, 2027, only under certain circumstances and during certain periods, and thereafter, at any time until the close of business on the second business day immediately preceding the maturity date. The initial conversion rate for the 2027 Notes will be 12.9870 shares of the Company’s common stock for each $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $77.00 per share of the Company’s common stock). The initial conversion price of the 2027 Notes represents a premium of approximately 37.5% to the price per share offered in the Equity Offering. Upon conversion, the 2027 Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock.