JWCA advises PAR Technology on its upsized $250 million overnight convertible and concurrent repurchase of outstanding 2027 convertible notes

March 2026 | read press release

Transaction Background

PAR Technology Corporation (“PAR” or the “Company”) successfully raised an upsized $250mm (exclusive of greenshoe) in the convertible market at attractive terms (4.00% coupon and 20.0% conversion premium)

PAR’s objectives included:

  • Opportunistically repurchase convertible debt to manage outstanding liabilities and capital structure

  • Protect against future equity dilution through a concurrent share repurchase

  • Minimize market risk through confidential wall-cross

The Company engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of the transaction

JWCA provided extensive analysis on deal structuring and related items, including:

  • Refinancing tactics and capital raising alternatives

  • Convertible structuring and execution strategy

  • Syndicate structure and precedent data

JWCA provided advice, support and analysis throughout the execution process

The transaction was conducted privately using a wall cross process, before launching into an overnight marketed transaction

Results

In a period of elevated volatility, PAR’s convertible offering was well received by investors:

  • The confidential wall-cross ahead of public marketing provided the Company an opportunity to build an order book and secure interest prior to launch

  • The order book was well-subscribed, leading to an 11% upsize on the base deal size

The Company successfully repurchased and retired ~$212mm (~80%) of existing convertible notes due 2027 at a discount to par

The Company simultaneously repurchased ~2.1mm shares (~$33mm) from convertible investors

J. Wood Capital supported the transaction by purchasing $10mm of PAR stock

This is JWCA’s third advisory assignment for the Company, after advising on its convertible issuance in 2025 and convertible equitization in 2024