PAR Technology Corporation (NYSE:PAR) (“Company” or “PAR”), announced
today that it priced its private offering of $70 million aggregate
principal amount of 4.500% Convertible Senior Notes due 2024 (the
“Notes”). The Notes will be sold to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). The Company also granted to the initial purchaser of
the Notes a 30-day option to purchase up to an additional $10 million
aggregate principal amount of Notes. The sale is expected to close on
April 15, 2019, subject to customary closing conditions.
The Notes will be unsecured senior obligations of the Company. The Notes
will mature on April 15, 2024, unless earlier purchased, redeemed or
converted. Interest will accrue on the Notes at a rate of 4.500% per
year and will be payable semiannually in arrears on April 15 and October
15 of each year, beginning on October 15, 2019.
The Notes will be convertible at the option of the holders, prior to the
close of business on the business day immediately preceding October 15,
2023, 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 Notes will be 35.0217 shares of the Company’s
common stock for each $1,000 principal amount of Notes (equivalent to an
initial conversion price of approximately $28.55 per share of the
Company’s common stock). Upon conversion, the 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.
The Company may redeem the Notes for cash, at its option, on or after
April 15, 2022, 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 Company estimates that the net proceeds from the sale of the Notes,
after deducting initial purchaser discounts and offering expenses, will
be approximately $65.7 million (or approximately $75.2 million if the
initial purchaser exercises in full its option to purchase additional
Notes). The Company intends to use the net proceeds from the offering to
repay in full amounts outstanding under its credit facility, which were
approximately $16.1 million as of March 31, 2019, and terminate the
credit facility. The Company intends to use the remaining proceeds from
the offering (including any net proceeds from the sale of any additional
Notes that may be sold should the initial purchaser exercise its option
to purchase additional Notes) for general corporate purposes, including
funding investment in its Brink business and for other working capital
needs. The Company may also use a portion of the proceeds to acquire or
invest in other assets complementary to its business.
The Notes were offered to qualified institutional buyers pursuant to
Rule 144A under the Securities Act. Neither the Notes nor the shares of
the Company’s common stock into which the Notes are convertible have
been, or will be, registered under the Securities Act or the securities
laws of any other jurisdiction, and unless so registered, may not be
offered or sold in the United States except pursuant to an applicable
exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy the Notes (or the shares of the Company’s common stock into
which the Notes are convertible), nor will there be any offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
Forward-Looking Statements.
This press release includes “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding the completion of
the offering of the Notes and the intended use of proceeds from the
offering. These forward-looking statements are subject to risks and
uncertainties that may cause actual results or events to differ
materially from those expressed in that forward-looking statements,
including risks related to whether the Company will be able to satisfy
the conditions required to close any sale of the Notes, the intended use
of the proceeds of the offering and the fact that the Company’s
management will have broad discretion in the use of the proceeds from
any sale of the Notes. Other risks and uncertainties that could cause
the actual results or events to differ materially from those
contemplated in forward looking statements are discussed in “Risk
Factors” discussed in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2018 and the Company’s other filings with the
SEC. The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as may be required under applicable
securities law.
ABOUT PAR TECHNOLOGY CORPORATION
PAR Technology Corporation (PAR) is a leading global provider of
software, systems, and service solutions to the restaurant and retail
industries. Today, with 40 years of experience and point of sale systems
in nearly 100,000 restaurants and more than 110 countries, PAR is
redefining the point of sale through cloud software and bringing
technological innovation to all corners of the enterprise. PAR’s
Government business is a leader in providing computer-based system
design, engineering and technical services to the Department of Defense
and various federal agencies. PAR Technology Corporation’s stock is
traded on the New York Stock Exchange under the symbol PAR. For more
information, visit www.partech.com
or connect with PAR on Facebook at www.facebook.com/parpointofsale
or Twitter at www.twitter.com/Par_tech.
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