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

PAR Technology Corporation (NYSE: PAR) ("Company" or "PAR") announced today the pricing of its concurrent underwritten public offerings of 892,857 shares of common stock (the "Equity Offering") and $235.0 million aggregate principal amount of 1.5% Convertible Senior Notes due 2027 (the "2027 Notes" and such offering the "Notes Offering"). In addition, PAR has granted a 30-day option to the underwriters to purchase up to an additional 89,286 shares of common stock and up to an additional $30.0 million aggregate principal amount of 2027 Notes.

The aggregate net proceeds from the offerings, after deducting underwriting discounts and commissions and expenses payable by PAR, are expected to be approximately $275.4 million, or $309.3 million if the underwriters exercise their options to purchase the additional shares of common stock and 2027 Notes in full. PAR expects to use the net proceeds from the offerings to repay in full the Company's term loan (including accrued interest and prepayment premium) under its credit agreement with certain lenders and Owl Rock First Lien Master Fund, L.P., as administrative agent and collateral agent; the principal amount currently outstanding on such term loan is $180 million. PAR intends to use the remaining net proceeds from the offerings for general corporate purposes, including continued investment in the growth of PAR's businesses and for other working capital needs. PAR may also use a portion of the net proceeds to acquire or invest in other assets complementary to the Company's businesses or for repurchases of the Company's other indebtedness.

The 2027 Notes will be unsecured senior obligations of the Company. The 2027 Notes will mature on October 15, 2027, unless earlier repurchased, redeemed or converted. Interest will accrue on the 2027 Notes at a rate of 1.5% per year and will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2022.

The 2027 Notes will be convertible at the option of the holders, prior to the close of business on the business day immediately preceding April 15, 2027, 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 2027 Notes will be 12.9870 shares of the Company's common stock for each $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $77.00 per share of the Company's common stock). The initial conversion price of the 2027 Notes represents a premium of approximately 37.5% to the price per share offered in the Equity Offering. Upon conversion, the 2027 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 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: 866-471-2526, facsimile: 212-902-9316 or email: [email protected].

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.

ABOUT PAR TECHNOLOGY

For more than 40 years, PAR's (NYSE Symbol: PAR) cutting-edge products and services have helped bold and passionate restaurant brands build lasting guest relationships. We are the partner enterprise restaurants rely on when they need to serve amazing moments from open to close, during the most hectic rush hours, and when the world forces them to adapt and overcome. More than 100,000 restaurants in more than 110 countries use PAR's restaurant hardware, software, drive-thru, and back-office solutions. With the recent acquisition of Punchh Inc., a leading SaaS based customer loyalty and engagement solutions provider, PAR has become a Unified Commerce Cloud Platform for Enterprise Restaurants.