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Form 424B5 BY TECHNOLOGY CORP

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SUPPLEMENT TO PROSPECTUS

(in the Prospectus dated September 30, 2020)

$ 235,000,000

PAR technology company

Senior 1.50% convertible securities maturing in 2027

We are offering an aggregate principal amount of $ 235.0 million of our 1.50% Convertible Senior Notes due 2027 (the “Notes”). The Notes will bear interest at a rate equal to 1.50% per annum. Interest on the Notes will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing April 15, 2022. Interest will accrue on the Notes from the last date on which interest has been or properly paid. forecast or, failing that, interest has been paid or duly provisioned, from September 17, 2021. Unless converted, redeemed or redeemed early, the bonds will mature on October 15, 2027.

You may convert your tickets, at your option, at any time before the close of business on the business day immediately preceding April 15, 2027, but only under the following circumstances: (1) during any calendar quarter beginning after the calendar quarter ends. ending December 31, 2021 (and only during that calendar quarter), if the last reported sale price of our common shares for each of at least 20 trading days (whether consecutive or not) in the past 30 consecutive trading days ending on and including the last trading day of the preceding calendar quarter is greater than 130% of the conversion price of that trading day; (2) during the period of five consecutive trading days immediately after any period of five consecutive trading days (the period of five consecutive trading days being called the “valuation period”) during which the price (such as as defined in this Prospectus Supplement) per $ 1,000 principal amount of the Notes, as determined upon a request by a Noteholder as described in this Prospectus Supplement, for each day market value of the valuation period was less than 98% of the proceeds of the last published sale price of our common stock and the conversion rate on that trading day; (3) the occurrence of specific corporate events described in this prospectus supplement; or (4) if we have called the tickets for refund. In addition, regardless of the foregoing circumstances, Holders may convert their Notes at any time from April 15, 2027 until the close of business on the second Business Day immediately preceding the Maturity Date. Upon conversion, we will fulfill our conversion obligation by paying for or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our option, on just as described in “Description of Notes — Conversion Rights — Rules on Conversion. “

The conversion rate will initially be equal to 12,9,870 shares of our common shares per $ 1,000 in principal of notes (equivalent to an initial conversion price of approximately $ 77.00 per share of our common shares) and will be subject to to an adjustment as described in this prospectus supplement. In addition, we will, in certain circumstances, increase the conversion rate for Holders who convert their Notes as part of a Fundamental Redesign Change. See “Description of the Notes – Conversion Rights – Adjustment of Shares Delivered on Conversion on a Fundamental Make-Whole Change”.

We cannot redeem the Notes until October 15, 2024. Effective October 15, 2024, we may redeem all Notes for cash, but not less than all, if the last reported sale price of our common shares is equal to or greater than 130% of the conversion price applicable for at least 20 trading days (consecutive or not) during the period of 30 consecutive trading days (including the last trading day of this period) ending on the trading day immediately preceding the date on which we deliver notice of redemption. The redemption price will be equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest up to the redemption date, but to the exclusion. In addition, if we call the tickets for reimbursement, a fundamental catch-up change will be deemed to occur. Accordingly, we will, in certain circumstances, increase the conversion rate for Holders who convert their Notes after we have given notice of redemption and before the close of business on the second business day immediately preceding the relevant redemption date. See “Description of the Notes – Conversion Rights – Adjustment of Shares Delivered on Conversion on a Fundamental Make-Whole Change”.

If a fundamental change occurs, you will have the right, at your option, to ask us to redeem your Notes for cash at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest at, but excluding, the redemption date of the fundamental change.

The Notes will be our senior unsecured obligations and will have the same right of payment as our existing and future senior unsecured debt, including our 4.500% convertible senior notes due 2024 (the “2024 Convertible Notes” ) and the 2.875% convertible senior notes due. 2026 (the “2026 Convertible Bonds”), and will have priority in the right to payment of any future debt that is expressly subordinated to the bonds. The Notes will be structurally subordinated to all indebtedness and other liabilities and commitments of our subsidiaries, including trade payables and any guarantees they may provide with respect to our existing or future indebtedness, and will be effectively subordinated to our secured obligations. existing and future. debt to the extent of the assets backing such debt, including our senior secured debt under the credit agreement dated April 8, 2021 by and between the Company and, among others, Owl Rock First Lien Master Fund, LP, as Administrative Agent and Guarantee Agent (the “Owl Rock Credit Agreement”), which provides for a term loan in the aggregate initial principal amount of $ 180.0 million (the “Owl Rock Term Loan “).

The Notes will not be listed on any stock exchange or included in a broker-to-dealer rating system. Our common shares are listed under the symbol “PAR” on the New York Stock Exchange. The last published sale price of our common shares on the New York Stock Exchange on September 10, 2021 was $ 69.76 per share.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional $ 30.0 million in aggregate principal amount of Notes.

In conjunction with this note offering, we are offering 892,857 shares of our common shares, plus up to 89,286 additional shares of our common shares which the underwriters of the concurrent common share offer have the option of purchasing from us, as part of a guaranteed offer in accordance with a separate prospectus supplement. Closing of this offering of Notes is not conditional on the closing of the Concurrent Offer of Common Shares, and the closing of the Concurrent Offer of Common Shares is not conditional on the closing of this offering of Notes. , it is therefore possible that the Notes offer takes place and the simultaneous common share offer does not take place, and vice versa. In addition, the amounts sold in each offering are subject to change depending on market conditions relating to a particular security; there can be no assurance that either or both of the Offers will be completed or completed on the terms described herein or, with respect to the Concurrent Offer of Common Shares, in the Prospectus Supplement to such Offer. Nothing in this prospectus supplement constitutes an offer to sell or the solicitation of an offer to buy the Common Shares.

We anticipate that the Notes will be delivered to investors in book-entry form through The Depository Trust Company on or about September 17, 2021.

There is a high degree of risk involved in investing in our Notes and in any Common Shares issuable upon conversion of the Notes. Before making an investment decision, please read “Risk Factors” beginning on page S-13 of this prospectus supplement, on page 5 of the accompanying prospectus and in our Annual Report on Form 10-K for the ‘year ended December 31, 2020 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, which have been filed with the Securities and Exchange Commission and are incorporated by reference herein. prospectus supplement and accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any such securities or has passed on the adequacy or accuracy of this Prospectus Supplement or the prospectus to which it relates. Any statement to the contrary is a criminal offense.

Public offer price

$ 1,000

$ 235,000,000

Subscription discounts and commissions

$30

$7,050,000

Produced to us, before expenses

$970

$ 227,950,000

Sole manager of bookkeeping

Goldman Sachs & Co. LLC

Co-managers

BTIG

Needham & Company

Craig hallum

Prospectus supplement dated September 14, 2021

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