PAR Technology Corporation Announces Proposed Offering of $60 Million of Convertible Senior Notes

PAR Technology Corporation (NYSE:PAR) ("Company" or "PAR") announced
today its intention to offer $60 million aggregate principal amount of
Convertible Senior Notes due 2024 (the “Notes”) in a private offering to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), subject to
market conditions and other factors. The Company also expects to grant
to the initial purchaser of the Notes a 30-day option to purchase up to
an additional $10 million aggregate principal amount of Notes.

The Notes will be unsecured senior obligations of the Company with
interest payable semiannually. The Notes will be convertible at the
option of the holders, prior to the close of business on the business
day immediately preceding October 15, 2023, only under certain
circumstances and during certain periods, and thereafter, at any time
until the close of business on the second business day immediately
preceding the maturity date. Upon conversion, the Notes may be settled,
at the Company’s election, in cash, shares of the Company’s common
stock, or a combination of cash and shares of the Company’s common
stock. The Notes will not be redeemable at the Company’s option prior to
April 15, 2022. On or after April 15, 2022, the Notes will be redeemable
at the Company’s option if the last reported sale price of the Company’s
common stock for at least 20 trading days (whether or not consecutive)
in any 30-day trading period (including the last trading day of such
period) exceeds 130% of the conversion price for the Notes. The terms of
the notes, including interest rate, conversion rate and principal
amount, will depend on market conditions at the time of pricing and will
be determined by negotiations between the Company and the initial
purchaser.

The Company intends to use the net proceeds from the offering to repay
in full amounts outstanding under its credit facility, which were
approximately $16.1 million as of March 31, 2019, and terminate the
credit facility. The Company intends to use the remaining proceeds from
the offering (including any net proceeds from the sale of any additional
Notes that may be sold should the initial purchaser exercise its option
to purchase additional Notes) for general corporate purposes, including
funding investment in its Brink business and for other working capital
needs. The Company may also use a portion of the proceeds to acquire or
invest in other assets complementary to its business.

The Notes will only be offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. Neither the Notes nor
the shares of the Company’s common stock into which the Notes are
convertible have been, or will be, registered under the Securities Act
or the securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States except
pursuant to an applicable exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an
offer to buy the Notes (or the shares of the Company’s common stock into
which the Notes are convertible), nor will there be any offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.

Forward-Looking Statements.

This press release includes “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding the intention to
offer the Notes, the intended use of proceeds from the offering and the
expected terms of the offering. These forward-looking statements are
subject to risks and uncertainties that may cause actual results or
events to differ materially from those expressed in the forward-looking
statements, including risks related to whether the Company will
consummate the offering of the Notes on the expected terms, or at all,
the potential impact of market and other general economic conditions,
whether the Company will be able to satisfy the conditions required to
close any sale of the Notes, the intended use of the proceeds of the
offering and the fact that the Company’s management will have broad
discretion in the use of the proceeds from any sale of the Notes. Other
risks and uncertainties that could cause the actual results or events to
differ materially from those contemplated in forward looking statements
are discussed in “Risk Factors” discussed in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2018 and the Company’s
other filings with the SEC. The Company undertakes no obligation to
update or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise, except as may be required
under applicable securities law.

ABOUT PAR TECHNOLOGY CORPORATION

PAR Technology Corporation (PAR) is a leading global provider of
software, systems, and service solutions to the restaurant and retail
industries. Today, with 40 years of experience and point of sale systems
in nearly 100,000 restaurants and more than 110 countries, PAR is
redefining the point of sale through cloud software and bringing
technological innovation to all corners of the enterprise. PAR’s
Government business is a leader in providing computer-based system
design, engineering and technical services to the Department of Defense
and various federal agencies. PAR Technology Corporation's stock is
traded on the New York Stock Exchange under the symbol PAR. For more
information, visit www.partech.com
or connect with PAR on Facebook at www.facebook.com/parpointofsale
or Twitter at www.twitter.com/Par_tech.

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