PAR Technology Corporation Prices $250 Million Private Offering of Convertible Senior Notes Due 2031
global provider of technology solutions for restaurants and retail businesses, has announced the pricing of a private offering of $250 million in aggregate principal amount of 4.00% Convertible Senior Notes due in 2031. The announcement marks a significant financial move by the company as it seeks to strengthen its capital structure, refinance existing obligations, and support future growth initiatives.
The offering, which is being conducted as a private placement, will be available only to investors reasonably believed to be qualified institutional buyers under Rule 144A of the U.S. Securities Act of 1933, as amended. This rule allows companies to sell securities privately to large institutional investors without registering the securities with the U.S. Securities and Exchange Commission (SEC).
In addition to the base offering of $250 million, PAR has granted the initial purchasers of the notes an option to buy up to an additional $15 million in principal amount of the notes. This option can be exercised during a 13-day period starting on the first date the notes are issued. If fully exercised, the total size of the offering could increase to $265 million.
The transaction is expected to close on March 17, 2026, provided that customary closing conditions are satisfied.
Structure and Key Terms of the Convertible Notes
The convertible senior notes issued in this offering will represent general unsecured obligations of PAR Technology Corporation. Unlike secured debt, the notes will not be backed by specific assets of the company. However, they will rank as senior obligations, meaning they will take priority over subordinated debt in the event of liquidation.
The notes will mature on March 15, 2031, unless they are converted, redeemed, or repurchased earlier under the terms outlined in the agreement.
Investors holding the notes will receive annual interest at a rate of 4.00%, which will be paid semiannually in arrears. Interest payments will occur every March 15 and September 15, beginning September 15, 2026.
This structure provides investors with a predictable stream of income while also offering the potential upside associated with the company’s equity performance.
Conversion Features
One of the defining features of the notes is their convertibility into PAR’s common stock. Holders of the notes will have the option to convert them into shares of the company’s stock under certain conditions.
Before December 15, 2030, investors may convert their notes only under specific circumstances and during designated periods. However, after December 15, 2030, the notes may be converted at any time until the close of business on the trading day immediately preceding the maturity date.
When investors choose to convert the notes, PAR may settle the conversion in one of three ways:
- Cash
- Shares of PAR’s common stock
- A combination of both cash and shares
The initial conversion rate has been set at 52.5762 shares of common stock for each $1,000 principal amount of notes. This corresponds to an initial conversion price of $19.02 per share.
That price represents a 20% premium over the last reported closing price of PAR’s common stock, which was $15.85 per share on March 12, 2026, on the New York Stock Exchange (NYSE).
The premium reflects the expectation that the company’s stock could appreciate over time, allowing noteholders to benefit if the share price rises above the conversion threshold.
Additionally, certain corporate events—such as mergers, acquisitions, or other structural changes—may trigger an increase in the conversion rate for investors who choose to convert their notes during those periods.
Redemption Provisions
Under the terms of the agreement, PAR Technology cannot redeem the notes before March 20, 2029.
After that date, the company may choose to redeem some or all of the outstanding notes for cash, subject to certain limitations regarding partial redemptions.
The redemption price would equal 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest up to, but not including, the redemption date.
However, this redemption option becomes available only if a specific condition related to the company’s share price is met. Specifically, the last reported sale price of PAR’s common stock must reach at least 130% of the conversion price for at least 20 trading days within a 30-day trading period.
This condition ensures that redemption occurs only when the company’s stock has performed strongly relative to the conversion price.
Expected Use of Proceeds
PAR Technology expects the offering to generate approximately $242.3 million in net proceeds, after accounting for underwriting discounts, commissions, and offering expenses.
If the purchasers exercise their option to buy the additional $15 million in notes, total net proceeds could rise to approximately $256.8 million.
The company plans to allocate these funds strategically across several key areas:
1. Repurchase of Existing Convertible Notes
A significant portion—approximately $207.5 million—will be used to repurchase part of PAR’s existing 1.50% Convertible Senior Notes due in 2027.
By refinancing this debt with new notes that mature later in 2031, the company can extend its debt maturity profile and potentially improve financial flexibility.
2. Share Repurchases
Approximately $33.1 million of the proceeds will be used to repurchase about 2.09 million shares of the company’s common stock.
These repurchases are being conducted through privately negotiated transactions with investors participating in the note offering.
Share repurchases can support the company’s stock price and signal confidence in the company’s long-term prospects.
3. General Corporate Purposes
The remaining funds will be used for general corporate purposes, which may include:
- Strategic acquisitions
- Investments in complementary technologies
- Product development
- Operational expansion
These investments could help PAR strengthen its leadership in restaurant technology solutions and digital commerce platforms.
Potential Market Impact
The company noted that its planned repurchase of the 2027 notes could lead to certain market activities.
Investors who sell their existing 2027 notes back to PAR may engage in derivative transactions involving the company’s common stock, or they may purchase shares of the company’s stock as part of their trading strategies.
Some holders may also employ convertible arbitrage strategies, which involve holding convertible debt while simultaneously short-selling the underlying stock.
When these strategies are unwound as part of the repurchase process, investors may need to buy back shares of PAR’s common stock, potentially affecting market dynamics.
Such activity could:
- Increase the market price of PAR’s stock
- Reduce downward pressure on the stock
- Influence the trading price of the new convertible notes
However, the company emphasized that it cannot predict the magnitude or exact impact of these activities.
Additional Share Purchases by Financial Advisor
In connection with the offering, J. Wood Capital Advisors LLC, which served as PAR’s financial advisor for the transaction, has indicated its intention to purchase up to $10 million of PAR’s common stock.
These purchases are expected to occur concurrently with the offering through privately negotiated transactions arranged by the initial purchasers.
The shares are expected to be purchased at a discount to the closing price on the day the offering was priced.
Like the company’s own share repurchases, these additional purchases could support the market price of PAR’s common stock or prevent potential declines during the offering period.
Regulatory Considerations
The convertible notes will not be registered under the U.S. Securities Act of 1933 or under securities laws in other jurisdictions.
Because of this, the notes may only be sold to qualified institutional buyers under Rule 144A, an exemption that allows private resale of securities to large institutional investors.
Similarly, any shares of PAR common stock issued upon conversion of the notes will also remain unregistered, unless the company chooses to register them in the future.
As a result, these securities cannot be offered or sold publicly in the United States unless they are later registered or qualify for another exemption.
The company also clarified that the announcement does not constitute an offer to sell or a solicitation of an offer to buy securities. Any such offering would occur only in compliance with applicable securities laws.
Strengthening Financial Flexibility
This financing initiative reflects PAR Technology’s broader strategy of strengthening its balance sheet while maintaining access to capital markets.
By issuing convertible notes with a longer maturity and refinancing earlier debt, the company aims to extend its debt timeline and reduce near-term financial obligations.
At the same time, the convertible structure allows investors to participate in the company’s potential stock price appreciation, making the notes an attractive hybrid security combining characteristics of both debt and equity.
As PAR continues to expand its portfolio of cloud-based restaurant management solutions, point-of-sale systems, and digital ordering technologies, access to capital will remain critical in supporting innovation, acquisitions, and global expansion.
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