Issuer:
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PAR Technology Corporation, a Delaware corporation.
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Ticker / Exchange for PAR’s Common Stock:
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“PAR” / The New York Stock Exchange (“NYSE”).
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Trade Date:
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September 15, 2021.
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Settlement Date:
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September 17, 2021.
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Sole Book-Running Manager:
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Goldman Sachs & Co. LLC
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Co-Managers:
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BTIG, LLC
Needham & Company, LLC
Craig-Hallum Capital Group LLC |
Common Stock Offering
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Title of Securities:
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Common stock, par value $0.02.
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Shares Offered and Sold:
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892,857 shares (or a total of 982,143 shares if the underwriters’ option to purchase up to 89,286 additional shares of common stock is exercised in full).
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Public Offering Price:
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$56.00 per share of common stock.
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Underwriting Discount:
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$2.24 per share of common stock.
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Proceeds to PAR:
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PAR estimates that the net proceeds from the Common Stock Offering will be approximately $47.7 million, or approximately $52.5 million if the underwriters exercise their option to purchase the
additional shares in full, in each case after deducting underwriting discounts and commissions and estimated offering expenses payable by PAR.
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Public Offering Price, Underwriting Discounts and Proceeds:
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The following table shows the public offering price, underwriting discounts and commissions and proceeds before expenses to PAR in connection with the Common Stock Offering.
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Per Share
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Total
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||||||||
Without Option to Purchase Additional Shares
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With Option to Purchase Additional Shares
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Without Option to Purchase Additional Shares
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With Option to Purchase Additional Shares
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||||||
Public offering price
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$ 56.00
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$ 56.00
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$ 49,999,992
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$ 55,000,008
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|||||
Underwriting discounts and commissions
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$ 2.24
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$ 2.24
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$ 2,000,000
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$ 2,200,000
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|||||
Proceeds to PAR, before expenses
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$ 53.76
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$ 53.76
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$ 47,999,992
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$ 52,800,008
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Convertible Notes Offering
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Notes:
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1.50% Convertible Senior Notes due 2027 (the “2027 Convertible Notes” or “Notes”).
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Principal Amount:
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$235,000,000 principal amount of Notes (plus up to an additional $30,000,000 principal amount of Notes pursuant to the underwriters’ option to purchase additional Notes).
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Denominations:
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$1,000 and integral multiples of $1,000.
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Maturity:
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October 15, 2027, unless earlier repurchased, redeemed or converted.
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Interest Rate:
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1.50% per year.
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Interest Payment Dates:
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Interest will accrue from September 17, 2021 and will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2022.
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Interest Record Dates:
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April 1 and October 1 of each year, as the case may be, immediately preceding the relevant interest payment date.
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Redemption Price:
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100% of principal, plus any accrued and unpaid interest to, but excluding, the redemption date.
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Public Offering Price of the Concurrent Common Stock Offering:
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$56.00 per share of PAR’s common stock.
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Initial Conversion Rate:
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12.9870 shares of PAR’s common stock per $1,000 principal amount of Notes.
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Initial Conversion Price:
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Approximately $77.00 per share of PAR’s common stock.
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Conversion Premium:
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Approximately 37.5% above the public offering price of the Common Stock Offering.
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CUSIP:
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698884 AE3
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ISIN:
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US698884AE30
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Redemption at PAR’s Option:
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PAR may not redeem the Notes prior to October 15, 2024. On and after October 15, 2024, and prior to the maturity date, PAR may redeem for cash all, but not less than all, of the notes if the
last reported sale price of PAR’s common stock equals or exceeds 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period (including the last trading day
of such period) ending on the trading day immediately prior to the date PAR delivers notice of the redemption. The redemption price will equal 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest
to, but excluding, the redemption date. See “Description of Notes—Optional Redemption” in the Notes Preliminary Prospectus Supplement.
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Proceeds to PAR:
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PAR estimates that the net proceeds from the Convertible Notes Offering will be approximately $227.7 million, or approximately $256.8 million if the underwriters exercise their option to
purchase the additional shares in full, in each case after deducting underwriting discounts and commissions and estimated offering expenses payable by PAR.
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Fundamental Change:
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If a fundamental change occurs at any time prior to the maturity date, holders will have the right to require PAR to repurchase their Notes in cash at a price equal to 100% of the principal
amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. See “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes” in the Notes
Preliminary Prospectus Supplement.
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Public Offering Price, Underwriting Discounts and Proceeds:
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The following table shows the public offering price, underwriting discounts and commissions and proceeds before expenses to PAR in connection with the Convertible Notes Offering.
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Per Note
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Total Without Option to Purchase Additional Shares
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Total With Option to Purchase Additional Shares
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|||||
Public offering price(1)
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$ 1,000
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$ 235,000,000
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$ 265,000,000
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||||
Underwriting discounts and commissions
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$ 30
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$ 7,050,000
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$ 7,950,000
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||||
Proceeds, before offering expenses
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$ 970
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$ 227,950,000
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$ 257,050,000
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||||
____________ |
|||||||
(1) Plus accrued interest, if any, from the Settlement Date. |
Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or during a Redemption Period:
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Following the occurrence of a “make-whole fundamental change” (as defined in the Notes Preliminary Prospectus Supplement) or if PAR delivers a notice of redemption, PAR will increase the
conversion rate for a holder who elects to convert its Notes in connection with such make-whole fundamental change or during the related redemption period in certain circumstances, as described under “Description of Notes—Conversion
Rights—Adjustment to Shares Delivered upon Conversion upon a Make-Whole Fundamental Change” in the Notes Preliminary Prospectus Supplement.
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The following table sets forth the number of additional shares that will be added to the conversion rate per $1,000 principal amount of Notes for each stock price and effective date set
forth below:
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Stock Price
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|||||||||||||
Effective Date
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$56.00
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$60.00
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$65.00
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$70.00
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$77.00
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$85.00
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$90.00
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$100.10
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$120.00
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$150.00
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$200.00
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$300.00
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$500.00
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September 17, 2021
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4.8701
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4.4972
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3.9195
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3.4401
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2.8951
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2.4065
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2.1562
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1.7473
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1.1965
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0.7199
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0.3385
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0.0771
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0.0000
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October 15, 2022
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4.8701
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4.4572
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3.8494
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3.3483
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2.7834
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2.2825
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2.0284
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1.6176
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1.0757
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0.6217
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0.2745
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0.0519
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0.0000
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October 15, 2023
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4.8701
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4.3935
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3.7492
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3.2227
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2.6352
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2.1218
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1.8646
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1.4547
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0.9291
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0.5083
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0.2064
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0.0296
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0.0000
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October 15, 2024
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4.8701
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4.3172
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3.6237
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3.0631
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2.4468
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1.9182
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1.6583
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1.2527
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0.7537
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0.3803
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0.1371
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0.0135
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0.0000
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October 15, 2025
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4.8701
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4.1803
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3.4189
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2.8133
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2.1616
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1.6201
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1.3619
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0.9732
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0.5286
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0.2336
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0.0697
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0.0028
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0.0000
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October 15, 2026
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4.8701
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3.9203
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3.0431
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2.3633
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1.6632
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1.1220
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0.8827
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0.5539
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0.2407
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0.0839
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0.0191
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0.0000
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0.0000
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October 15, 2027
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4.8701
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3.6797
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2.3975
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1.2987
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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•
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If the stock price is between two stock prices in the table above or the effective date is between two effective dates in the table above, the number of additional shares will be determined
by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable.
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•
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If the stock price is greater than $500.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the
Notes Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate.
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•
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If the stock price is less than $56.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Notes
Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate.
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•
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on an actual basis;
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•
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on an as adjusted basis to give effect to the receipt of the net proceeds of $47.7 million from the sale of the common stock in the Common Stock Offering (assuming no exercise by the
underwriters of their option to purchase additional shares) at a public offering price of $56.00 per share and the net proceeds from the issuance of $235.0 million aggregate principal amount of the Notes in the Convertible Notes Offering
(assuming no exercise of the underwriters’ option to purchase additional Notes), in each case, after deducting the underwriting discounts and estimated offering expenses payable by PAR.
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As of June 30, 2021
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|||||
Actual
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As Adjusted
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||||
(in thousands, except share amounts)
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|||||
Cash and cash equivalents
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$ 85,218
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$ 360,608
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|||
Debt:
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|||||
Owl Rock Term Loan
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171,211
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171,211
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|||
Subordinated promissory note due 2022
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1,044
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1,044
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|||
2024 Convertible Notes(1)
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11,479
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11,479
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2026 Convertible Notes(1)
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96,038
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96,038
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2027 Convertible Notes
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—
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227,670
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|||
Total
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279,772
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507,442
|
|||
Equity:
|
|||||
Preferred stock $0.02 par value, 1,000,000 shares authorized
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—
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—
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|||
Common stock $0.02 par value, 58,000,000 shares authorized; 26,998,216 and 28,498,216 shares issued, 25,848,889 and 27,348,889 shares outstanding at June 30, 2021 actual and as further adjusted, respectively
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540
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558
|
|||
Additional paid in capital
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14,295
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561,997
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|||
Accumulated deficit
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(64,933)
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(64,933)
|
|||
Accumulated other comprehensive loss
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(3,883)
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(3,883)
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|||
Treasury stock
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(9,458)
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(9,458)
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|||
Total shareholders’ equity
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436,561
|
484,281
|
|||
Total capitalization
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$716,333
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$991,723
|
|||
____________ | |||||
(1) Net of unamortized discount (including unamortized issuance cost). |