- BLUE OWL TERM LOAN TO BE REPAID FROM OFFERING
PROCEEDS
PAR Technology Corporation (NYSE: PAR) (“Company” or “PAR”)
announced today its intention to offer $100 million aggregate
principal amount of Convertible Senior Notes due 2030 (the “Notes”)
in a private offering (the “Offering”) to persons reasonably
believed to be 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 an
option to purchase, during a 13-day period beginning on, and
including, the first date on which the Notes are issued, up to an
additional $15 million aggregate principal amount of Notes.
The Notes will be general unsecured obligations of the Company
with interest payable semiannually. The Notes will be 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 certain circumstances and during certain periods and, on
or after October 15, 2029, at any time until the close of business
on the 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 January 20, 2028. The Company may redeem for cash, all or any
portion of the Notes (subject to certain limitations on partial
redemptions), at its option, on or after January 20, 2028, at a
redemption price equal to 100% of the principal amount of the Notes
to be redeemed, 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 then 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 final terms of
the Notes, including the interest rate, initial conversion rate,
the aggregate principal amount and certain other terms, 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 the $90 million principal amount outstanding of the
term loan under its credit agreement with Blue Owl Capital
Corporation, as administrative agent and collateral agent (the
“Blue Owl Term Loan”), among other parties, plus accrued interest
and prepayment premium.
The Company intends to use the remaining net 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. The Company may also use a portion of the
proceeds to acquire or invest in companies, products, or
technologies complementary to its business.
The Notes will only be offered to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The Notes and any shares of the Company’s common
stock issuable upon conversion of the Notes, have not been, and
will not 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 any shares of the Company’s common
stock issuable upon conversion of the Notes, 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 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 PAR’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 PAR’s control, which could
cause PAR’s actual results to differ materially from those
expressed in or implied by forward-looking statements, including
statements regarding the intention to offer the Notes, the intended
use of proceeds from the Offering (including the amount, terms, and
timing of the proposed repayment of the Blue Owl Term Loan), and
the expected terms of the Offering. Risks and uncertainties that
could cause or contribute to such differences include 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; as well as, but
not exclusively, the risks and uncertainties discussed in PAR’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
based solely on the information known to PAR’s management and speak
only as of the date of this press release. PAR undertakes no
obligation to update or revise publicly any forward-looking
statements, whether because of new information, future events, or
otherwise, except as may be required under applicable securities
law.
About PAR Technology Corporation
For over four decades, PAR Technology Corporation (NYSE: PAR)
has been at the forefront of technology innovation in foodservice,
helping businesses create exceptional guest experiences and
connections. PAR’s comprehensive suite of software and hardware
solutions, including point-of-sale, digital ordering, loyalty,
back-office management, and payments, serves a diverse range of
hospitality and retail clients across more than 110 countries. With
its “Better Together” ethos, PAR continues to deliver unified
solutions that drive customer engagement, efficiency, and growth,
all to make it easier for PAR’s customers to manage their
operations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250121360223/en/
Christopher R. Byrnes (315) 743-8376 chris_byrnes@partech.com,
www.partech.com
PAR Technology (NYSE:PAR)
過去 株価チャート
から 12 2024 まで 1 2025
PAR Technology (NYSE:PAR)
過去 株価チャート
から 1 2024 まで 1 2025
