By Rebecca Melvin
Concord, N.H., Sept. 15 – PAR Technology Corp. priced an upsized $235 million of 1.5% six-year convertible notes at par late Tuesday with an initial conversion premium of 37.5%, according to a company news release.
The registered deal was initially talked at $200 million in size. There is also a $30 million greenshoe, which is unchanged from initial talk.
Pricing came at the midpoint of talk for the coupon, which was 1.25% to 1.75%, and at the rich end of talk for the initial conversion premium, which was 32.5% to 37.5%.
The notes are non-callable until Oct. 15, 2024 and then callable subject to a 130% hurdle.
There is takeover and dividend protection.
The notes will be settled in cash, shares or a combination of both at the company’s option.
Concurrently with the notes, the company priced a secondary offering of 892,857 shares. The amount was downsized from the 1.5 million shares that were talked initially. The secondary offering carries a greenshoe of 89,286 shares, which was below the 225,000-share greenshoe initially talked.
Goldman Sachs & Co. LLC was the bookrunner of the offerings.
The proceeds from the concurrent offerings will be used to repay the company’s term loan, including accrued interest and prepayment premium, and for general corporate purposes, which may include investment to grow PAR’s businesses, and for other working capital needs.
PAR Technology is a New Hartford, N.Y.-based restaurant point of sale solutions company.
| Issuer: | PAR Technology Corp.
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| Securities: | Convertible notes
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| Amount: | $235 million, upsized from $200 million
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| Greenshoe: | $30 million
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| Maturity: | Oct. 15, 2027
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| Concurrent offering: | $50 million of common stock (892,857 shares) and $5 million greenshoe
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| Bookrunner: | Goldman Sachs & Co. LLC
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| Co-managers: | BTIG LLC, Needham & Co. LLC and Craig-Hallum Capital Group LLC
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| Coupon: | 1.5%
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| Price: | Par
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| Yield: | 1.5%
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| Conversion premium: | 37.5%
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| Conversion price: | $77.00
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| Conversion rate: | 12.9870 shares
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| Call options: | Non-callable until Oct. 15, 2024 and then subject to a 130% hurdle
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| Put options: | Upon a fundamental change at par
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| Pricing date: | Sept. 14
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| Settlement date: | Sept. 17
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| Distribution: | Registered
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| Price talk: | Coupon of 1.25% to 1.75% and initial conversion premium of 32.5% to 37.5%
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| Stock reference price: | $56.00 secondary offering stock price
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| Stock symbol: | NYSE: PAR
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| Market capitalization: | $1.45 billion
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| Cusip: | 698884AE3
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