PAR Technology Corp. Reports 8-K Filing

Ticker: PAR · Form: 8-K · Filed: Mar 11, 2024 · CIK: 708821

Par Technology Corp 8-K Filing Summary
FieldDetail
CompanyPar Technology Corp (PAR)
Form Type8-K
Filed DateMar 11, 2024
Risk Levelmedium
Pages12
Reading Time14 min
Key Dollar Amounts$170 million, $0.81, $1.3 million, $200 million, $38.65
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, acquisition-disposition, equity-securities, regulation-fd

TL;DR

PAR Tech filed an 8-K on March 7th, looks like asset deals and equity sales are happening.

AI Summary

On March 7, 2024, PAR Technology Corporation entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing also disclosed unregistered sales of equity securities and Regulation FD disclosures.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions or asset sales and equity transactions, which could impact the company's structure and financial standing.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and asset transactions, which inherently carry business and financial risks.

Key Players & Entities

  • PAR Technology Corporation (company) — Registrant
  • March 7, 2024 (date) — Date of earliest event reported

FAQ

What specific type of material definitive agreement was entered into by PAR Technology Corporation?

The filing indicates the agreement is related to the completion of an acquisition or disposition of assets, but specific details of the agreement are not provided in this summary.

What is the significance of the 'Unregistered Sales of Equity Securities' disclosure?

This disclosure suggests that PAR Technology Corporation may have issued equity without registering it with the SEC, which could have implications for existing shareholders and regulatory compliance.

What does 'Regulation FD Disclosure' mean in this context?

Regulation FD (Fair Disclosure) ensures that material non-public information is broadly disseminated to the public, meaning this filing likely contains information that the company is making available to all investors simultaneously.

What is the principal executive office address for PAR Technology Corporation?

The principal executive offices are located at PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991.

What is the SIC code for PAR Technology Corporation?

The Standard Industrial Classification (SIC) code for PAR Technology Corporation is 3578, which corresponds to 'Calculating & Accounting Machines (No Electronic Computers)'.

Filing Stats: 3,500 words · 14 min read · ~12 pages · Grade level 15.8 · Accepted 2024-03-11 07:06:24

Key Financial Figures

  • $170 million — lers in the aggregate approximately (1) $170 million in cash (the " Cash Consideration "), s
  • $0.81 — lect to receive (a) a cash amount of AUD$0.81 per TASK Share (the " TASK Cash Conside
  • $1.3 million — ill be required to make a payment of AUD$1.3 million to PAR if (1) the SIA is terminated by
  • $200 million — " Purchasers "), to raise approximately $200 million through a private placement (the " Priv
  • $38.65 — se price of approximately $200 million ($38.65 per share) (the " Purchased Shares ").

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement . Stuzo Purchase Agreement . On March 8, 2024 (the " Signing/Closing Date "), PAR Technology Corporation, a Delaware corporation (" PAR "), and ParTech, Inc., a New York corporation (the " ParTech ") and a wholly owned subsidiary of PAR, entered into a Purchase Agreement (the " Purchase Agreement ") with the persons identified as Company Sellers on the signature pages thereto, Longshore Capital Fund I, L.P., a Delaware limited partnership (collectively, the " Stuzo Sellers "), and Longshore Capital Management, LLC, a Delaware limited liability company, in its capacity as the Seller Representative. Pursuant to the Purchase Agreement, on the Signing/Closing Date, ParTech acquired 100% of the outstanding equity interests of Stuzo Blocker, Inc., Stuzo Holdings, LLC and their subsidiaries (collectively, " Stuzo " and such acquisition, the " Acquisition "). In connection with the Acquisition, PAR paid the Stuzo Sellers in the aggregate approximately (1) $170 million in cash (the " Cash Consideration "), subject to certain adjustments (including customary adjustments for Stuzo cash, debt, debt-like items, and net working capital), and (2) 441,598 common shares of PAR (the " Share Consideration "). At issuance, the offer and sale of the shares of PAR common stock comprising the Share Consideration was not registered under the Securities Act of 1933, as amended (the " Securities Act "), or other applicable securities laws; however, pursuant to the Purchase Agreement, PAR has agreed to register the shares for resale under the Securities Act and other applicable securities laws. The description of the Purchase Agreement herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated into this Current Report on Form 8-K by reference in its entirety. Th

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 (including the descriptions of the Acquisition and the Purchase Agreement therein) is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The issuance of the Share Consideration and the Purchased Shares are being made in reliance on an exemption from registration under the Securities Act pursuant to Section 4(a)(2) thereof. The information set forth in Item 1.01 (including the descriptions of the Acquisition, the Purchase Agreement, the Private Placement and the Securities Purchase Agreement therein) is incorporated herein by reference. made in reliance on an exemption from registration under the Securities Act pursuant to Section 3(a)(10) thereof. The information set forth in Item 1.01 (including the descriptions of the TASK Transaction and the SIA therein) is incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. On March 11, 2024, PAR issued a press release (the "Press Release") announcing (i) completion of the Acquisition and the Private Placement and (ii) the entry into the SIA. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Also on March 11, 2024, PAR made available an investor presentation ("Investor Presentation") regarding (i) the completion of the Acquisition, and (ii) the entry into the SIA. A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. (d) Exhibits. Exhibit No. Exhibit Description 2.1* Purchase Agreement, dated March 8, 2024, PAR Technology Corporation, ParTech, Inc., the persons identified as Company Sellers on the signature pages thereto, Longshore Capital Fund I, L.P., a Delaware limited partnership, and Longshore Capital Management, LLC, a Delaware limited liability company, in its capacity as the Seller Representative. 2.2* Scheme Implementation Agreement, dated March 9, 2024, by and between PAR Technology Corporation and TASK Group Holdings Limited. 10.1* Securities Purchase Agreement, dated March 7, 2024, between PAR Technology Corporation and the purchasers identified therein. 10.2 Registration Rights Agreement, dated March 8, 2024, between PAR Technology Corporation and the purchasers identified therein. 99.1** PAR Technology Corporation Press Release dated March 11, 2024. 99.2** PAR Technology Corporation Investor Presentation dated March 11, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The schedules and exhibits to the Purchase Agreement and SIA have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ** The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to

Forward-Looking Statements

Forward-Looking Statements . This Current Report on Form 8-K, the Press Release, and the Investor Presentation contain "forward-looking statements" within the meaning of Section 21E of the Exchange Act, Section 27A of the Securities Act and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of PAR's future operations, financial condition, financial results, 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. Forward-looking statements are based on management's current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause PAR's actual results to differ materially from those expressed in or implied by forward-looking statements, including business uncertainties relating to acquisitions, divestitures, and capital markets transactions, including the timing of such transactions, PAR's ability to recognize future annual recurring revenues, adjusted EBITDA, cash flow, margins and achieve other synergies, and the anticipated costs, timing and complexity of integration. Factors, risks, trends and uncertainties that could cause or contribute to such differences include those discussed in PAR's Annual Report on Form 10-K for the year ended December 31, 2023 and PAR's other filings with the SEC. Forward-looking statements contained herein, in the Press Release, and in the Investor Presentation are based solely on the information known to PAR's management and speak only as of the date of this report. PAR undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PAR TECHNOLOGY CORPORATION (Registrant) Date: March 11, 2024 /s/Bryan A. Menar Bryan A. Menar Chief Financial Officer (Principal Financial Officer)

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