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MarketScreener Homepage  >  Equities  >  Nyse  >  PAR Technology Corporation    PAR

PAR TECHNOLOGY CORPORATION

(PAR)
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PAR TECHNOLOGY CORP : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

04/08/2021 | 09:30am EDT

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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