PAR Technology Corp Files 8-K with Material Agreements

TL;DR

PAR Tech filed an 8-K detailing material agreements and potential financial obligations.

AI Summary

On January 21, 2025, PAR Technology Corporation entered into a material definitive agreement, likely related to a financial obligation. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, the filing mentions unregistered sales of equity securities and other events.

Why It Matters

This filing indicates significant corporate actions, including potential new debt or equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• PAR Technology Corporation (company) — Registrant
• January 21, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• New York (state) — Principal Executive Offices State

FAQ

Key Financial Figures

• $115 million — a private offering (the "Offering") of $115 million aggregate principal amount of 1.00% Con
• $15 million — 30 (the "Notes"), which amount includes $15 million aggregate principal amount of Notes iss
• $0.02 — f the Company's common stock, par value $0.02 per share (the "Common Stock"), for at
• $1,000 — Price (as defined in the Indenture) per $1,000 principal amount of the Notes for each
• $97.00 — itial conversion price of approximately $97.00 per share of Common Stock. The initial
• $75.0 million — han all the outstanding Notes, at least $75.0 million aggregate principal amount of Notes mus
• $30,000,000 — ed with a principal amount in excess of $30,000,000 (or its foreign currency equivalent), i
• $111.3 million — . Proceeds PAR received approximately $111.3 million of net proceeds from the issuance and s
• $90 million — from the Offering to repay in full the $90 million principal amount outstanding of the ter

Filing Documents

• ny20041037x2_8k.htm (8-K) — 63KB
• ny20041037x2_ex4-1.htm (EX-4.1) — 713KB
• ny20041037x2_ex99-1.htm (EX-99.1) — 12KB
• ny20041037x2_ex99-2.htm (EX-99.2) — 14KB
• ny20041037x2_ex4-1logo01.jpg (GRAPHIC) — 2KB
• ny20041037x2_ex4-1logo02.jpg (GRAPHIC) — 2KB
• ny20041037x2_ex4-1logo03.jpg (GRAPHIC) — 2KB
• ny20041037x2_ex4-1logo04.jpg (GRAPHIC) — 3KB
• ny20041037x2_ex4-1logo05.jpg (GRAPHIC) — 4KB
• ny20041037x2_ex99-1logo01.jpg (GRAPHIC) — 507KB
• 0001140361-25-001910.txt ( ) — 2480KB
• par-20250121.xsd (EX-101.SCH) — 4KB
• par-20250121_lab.xml (EX-101.LAB) — 21KB
• par-20250121_pre.xml (EX-101.PRE) — 16KB
• ny20041037x2_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 24, 2024, PAR Technology Corporation ("PAR" or the "Company") completed a private offering (the "Offering") of $115 million aggregate principal amount of 1.00% Convertible Senior Notes due 2030 (the "Notes"), which amount includes $15 million aggregate principal amount of Notes issued pursuant to the initial purchaser's exercise of its option to purchase additional Notes. The Notes were issued pursuant to an indenture, dated January 24, 2025 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general unsecured, senior obligations of the Company and will mature on January 15, 2030, unless earlier converted, redeemed, or repurchased. The Notes will bear interest at a rate of 1.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2025. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding October 15, 2029 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company's common stock, par value $0.02 per share (the "Common Stock"), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "Measurement Period") in which the Trading Price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in Item 1.01 above is incorporated by reference herein.

02

Item 3.02 Unregistered Sales of Equity Securities. The information in Item 1.01 above is incorporated by reference herein. The Notes were offered and sold pursuant to exemptions from registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 144A under the Securities Act. To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 1,570,820 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 13.6593 shares of Common Stock per $1,000 principal amount of Notes. The conversion rate is subject to customary anti-dilution adjustment provisions. No Offer or Solicitation This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any offer, solicitation or sale of any securities in any state in which such offer, solicitation or sale would be unlawful. The Notes have not been, nor will be, registered under the Securities Act, or applicable state securities laws, and the Notes may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

01

Item 8.01 Other Events. On January 21, 2025, PAR issued a press release announcing the Offering. On January 22, 2025, PAR issued a press release announcing the pricing of the Notes. Copies of these press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. Caution Regarding Forward-Looking Statements This Current Report on Form 8-K 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, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of the Company's future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as "believe," "continue," "could," "expect," "intend," "may," "should," "will," 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 the Company's control, which could cause the Company's actual results to differ materially from those expressed in or implied by forward-looking statements, including statements regarding the Notes and the intended use of proceeds from the sale of the Notes (including the amount, terms, and timing of the proposed repayment of the Blue Owl Term Loan). Risks and uncertainties that could cause or contribute to such differences include risks related to the fact that the Company's management will have broad discretion in the use of the proceeds from the sale of the Notes, as well as, but not exclusively, the risks and uncertainties discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and its other filings with the Securities and Exchange Commission. Forward-looking statements contained in this press release are base

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 4.1 Indenture, dated as of January 24, 2025, between PAR Technology Corporation, as Issuer, and U.S. Bank Trust Company, National Association, as Trustee 4.2 Form of Global Note (included in Exhibit 4.1) 99.1 Press Release, dated January 21, 2025 99.2 Press Release, dated January 22, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 24, 2025 /s/ Bryan A. Menar By: Bryan A. Menar Title: Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR