PAR Technology Corporation Announces Proposed Offering of $60 Million of Convertible Senior Notes
April 09 2019 - 4:02PM
Business Wire
PAR Technology Corporation (NYSE:PAR) ("Company" or "PAR")
announced today its intention to offer $60 million aggregate
principal amount of Convertible Senior Notes due 2024 (the “Notes”)
in a private offering to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), subject to market conditions and other factors.
The Company also expects to grant 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 Notes will be unsecured senior obligations of the Company
with interest payable semiannually. 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. 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 Notes will not be redeemable at the
Company’s option prior to April 15, 2022. On or after April 15,
2022, the Notes will be redeemable at the Company’s option if the
last reported sale price of the Company’s common stock for at least
20 trading days (whether or not consecutive) in any 30-day trading
period (including the last trading day of such period) exceeds 130%
of the conversion price for the Notes. The terms of the notes,
including interest rate, conversion rate and principal amount, will
depend on market conditions at the time of pricing and will be
determined by negotiations between the Company and the initial
purchaser.
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 will only be 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 intention to offer the Notes, the intended use of proceeds from
the offering and the expected terms of 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 the forward-looking statements, including risks
related to whether the Company will consummate the offering of the
Notes on the expected terms, or at all, the potential impact of
market and other general economic conditions, 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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version on businesswire.com: https://www.businesswire.com/news/home/20190409005976/en/
Christopher R. Byrnes (315) 738-0600 ext.
6226chris_byrnes@partech.comwww.partech.com
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