PAR Technology Corporation Announces Pricing of Public Offerings of Common Stock and Convertible Senior Notes - Seite 2

The Company may redeem the 2027 Notes for cash, at its option, on or after October 15, 2024, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding the redemption date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period).

The Equity Offering and the Notes Offering are each expected to close on September 17, 2021, subject to customary closing conditions. Neither offering is contingent on the completion of the other offering.

Goldman Sachs & Co. LLC is acting as the sole book-running manager. BTIG, LLC, Needham & Company, LLC, and Craig-Hallum Capital Group LLC are acting as co-managers for each of these offerings.

The common stock and 2027 Notes are each being offered by PAR pursuant to a shelf registration statement that was filed with the Securities and Exchange Commission (“SEC”) on September 30, 2020.

Each of the Notes Offering and the Equity Offering is being made only by means of a prospectus and a prospectus supplement. Preliminary prospectus supplements relating to and describing the terms of the Equity Offering and the Notes Offering have been filed with the SEC and may be obtained for free by visiting the SEC’s website at www.sec.gov. Final prospectus supplements relating to the offerings will be filed with the SEC. When available, copies of each of the final prospectus supplements and the accompanying prospectuses may also be obtained by contacting: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: [phone], facsimile: 212-902-9316 or email: [e-mail].

This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock or the 2027 Notes or any other securities, and shall not constitute an offer, solicitation or sale, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

Forward-Looking Statements.

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of future operations, financial condition, business strategies and prospects. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “should,” “will,” “would,” “will likely result,” and similar expressions that are based on management’s current expectations and assumptions. Such statements include, without limitation, the Company’s planned offering of its common stock and the 2027 Notes and statements regarding the intended use of proceeds from the Company’s offering of its common stock and the 2027 Notes. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, without limitation, market conditions, risks and trends. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect the Company and cause actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release, is included in the Company’s filings with the Securities and Exchange Commission.