Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement.
On April 8, 2021, PAR Technology Corporation, a Delaware corporation ("PAR
Technology"), ParTech, Inc., a New York corporation (the "Company") and a wholly
owned subsidiary of PAR Technology, and Sliver Merger Sub, Inc., a Delaware
corporation ("Merger Sub") and a wholly owned subsidiary of the Company, entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Punchh Inc.,
a Delaware corporation ("Punchh"), and Fortis Advisors LLC, a Delaware limited
liability company ("Stockholder Representative") and solely in its capacity as
the initial Stockholder Representative.
Pursuant to the Merger Agreement, on April 8, 2021, Merger Sub merged with and
into Punchh (the "Merger"), with Punchh surviving the Merger and becoming a
wholly-owned subsidiary of PAR Technology.
In connection with the Merger, PAR Technology paid former Punchh stockholders
(including holders of vested options and warrants) in the aggregate
approximately (1) $390.0 million in cash (the "Cash Consideration"), and (2)
1,594,202 common shares of PAR Technology (the "Share Consideration"), in each
case subject to certain adjustments (including customary adjustments for Punchh
cash, debt, debt-like items, and net working capital at closing). At issuance,
the shares of PAR Technology common stock comprising the Share Consideration
will not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), or other applicable securities laws; however, pursuant to the
Merger Agreement, PAR Technology has agreed to register the shares for resale
under the Securities Act and other applicable securities laws.
In addition, at the closing of the Merger, PAR assumed outstanding unvested
options of Punchh, which were converted into unvested options of PAR Technology.
The issuance of shares of PAR Technology common stock upon the exercise of
unvested options held by certain Punchh employees is subject to obtaining the
approval of PAR Technology stockholders. Prior to obtaining such stockholder
approval, such unvested options may, upon vesting, be exercised for a cash
payment equal to the spread value of the option at the time of exercise.
The description of the Merger Agreement herein does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Merger
Agreement, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 2.1 and is incorporated into this Current Report on Form 8-K by
reference in its entirety. The Merger Agreement has been attached to provide
investors with information regarding its terms. It is not intended to provide
any other factual or disclosure information about PAR Technology or the other
parties to the Merger Agreement. In particular, the assertions embodied in the
representations and warranties contained in the Merger Agreement are qualified
by information in confidential disclosure schedules provided by the parties in
connection with the signing of the Merger Agreement. The confidential
disclosure schedules contain information that modifies, qualifies and creates
exceptions to the representations and warranties in the Merger Agreement and
were used for the purpose of allocating risk between the parties rather than
establishing matters as facts. The Merger Agreement contains representations,
warranties and covenants by the parties to the Merger Agreement, and those
representations, warranties and covenants may apply standards of materiality in
a way that is different from what may be viewed as material to the reader or
other investors. Accordingly, investors should not rely on the representations,
warranties and covenants in the Merger Agreement, or any description thereof, as
characterizations of the actual state of facts or conditions. Investors should
review the Merger Agreement, or any descriptions thereof, not in isolation, but
only in conjunction with the other information about PAR Technology that it
includes in reports, statements and other filings it makes with the Securities
and Exchange Commission ("SEC").
Debt Financing
. . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 (including the descriptions of the Merger
and the Merger Agreement therein) is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 (including the descriptions of the Credit
Facility therein) is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The issuance of shares of PAR Technology common stock in consideration of the
Punchh common stock and the Punchh warrants, pursuant to the Merger Agreement,
are being made in reliance on an exemption from registration under the
Securities Act pursuant to Section 4(a)(2) thereof.
The issuance of the Purchased Shares and the Warrant (including the Warrant
Shares) are being made in reliance on an exemption from registration under the
Securities Act pursuant to Section 4(a)(2) thereof. The information set forth in
Item 1.01 (including the descriptions of the Merger, the Merger Agreement, the
Private Placement, the Purchase Agreements and the Warrant therein) is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 5, 2021, the Board of PAR Technology, upon the recommendation of its
Nominating and Corporate Governance Committee, determined to increase the size
of the Board from five (5) to six (6) Directors, effective as of the closing of
the sale of the Purchased Shares, and, pursuant to the terms of the IRA,
immediately thereafter appointed Keith E. Pascal, the Act III Director, as a
Director of PAR Technology. Pursuant to the terms of the IRA, subject to Act
III's continued designation of Mr. Pascal as the Act III Director and his
satisfaction of the independence requirements of the New York Stock Exchange
listing standards, the Company will nominate Mr. Pascal for reelection at its
2021 Stockholders Meeting. Committee assignments for Mr. Pascal will be
determined at a later date. Mr. Pascal will be eligible to receive compensation
for his Board and committee service consistent with that provided to all
non-employee directors as generally described in PAR Technology's definitive
proxy statement for the 2020 annual meeting of stockholders filed with the SEC
on April 21, 2020.
Mr. Pascal has not been a participant in any related person transactions
required to be disclosed under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On April 8, 2021, PAR Technology issued a press release announcing completion of
the Merger. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this item are not being filed herewith.
They will be filed with the SEC by amendment as soon as practicable, but not
later than 71 days after the date on which this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is not being filed
herewith. It will be filed with the SEC by amendment as soon as practicable, but
not later than 71 days after the date on which this Current Report on Form 8-K
is required to be filed.
(d) Exhibits.
Exhibit Exhibit Description
No.
2.1* Agreement and Plan of Merger, dated April 8, 2021, by and among PAR
Technology Corporation, ParTech, Inc., Sliver Merger Sub Inc., Punchh
Inc. and Fortis Advisors LLC.
10.1 Credit Agreement, dated April 8, 2021, by and among PAR Technology
Corporation, its subsidiaries party thereto as guarantors and Owl Rock
First Lien Master Fund, L.P., as administrative agent.
10.2* Securities Purchase Agreement, dated April 8, 2021, between PAR
Technology Corporation and PAR Act III, LLC.
10.3* Securities Purchase Agreement, dated April 8, 2021, among PAR Technology
Corporation and certain funds and accounts advised by T. Rowe Price
Associates, Inc., acting as investment adviser.
10.4 Registration Rights Agreement, dated April 8, 2021, between PAR
Technology Corporation and PAR Act III, LLC.
10.5 Registration Rights Agreement, dated April 8, 2021, among PAR Technology
Corporation and certain funds and accounts advised by T. Rowe Price
Associates, Inc., acting as investment adviser.
10.6 Investor Rights Agreement, dated April 8, 2021, between PAR Technology
Corporation and PAR Act III, LLC.
10.7 Common Stock Purchase Warrant, dated April 8, 2021, in favor of PAR Act
III, LLC.
99.1** PAR Technology Corporation Press Release dated April 8, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* The schedules and exhibits to such agreement have been omitted pursuant to Item
601(a)(5) of Regulation S-K.
** The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form
8-K shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements.
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 21E of the Exchange Act, 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 PAR
Technology's 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. Forward-looking statements are based on
current expectations and assumptions as to future occurrences and trends,
including statements expressing optimism or pessimism about future operating
results or events and projected sales, earnings, capital expenditures and
business strategies, that are subject to risks and uncertainties, which could
cause actual results to differ materially from those expressed in, or implied
by, the forward-looking statements, including potential business uncertainties
relating to the Merger, disruptions to PAR Technology's business and operational
relationships, PAR Technology's ability to achieve anticipated synergies, and
the anticipated costs, timing and complexity of integration. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in PAR Technology's Annual Report on Form 10-K for the year ended
December 31, 2020 and PAR Technology's other filings with the SEC. PAR
Technology undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events, or otherwise, except as may be required under applicable securities law.
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