Priority Technology Holdings has entered into a definitive agreement to be taken private by an investor group led by Chairman and CEO Thomas Priore in an all-cash transaction carrying an enterprise value of approximately $1.6 billion.
Under the agreement, the investor group will acquire all outstanding Priority common shares it does not already own for $8.05 per share in cash.
The purchase price represents a 65% premium to Priority’s closing share price on November 7, 2025, the final trading day before public disclosure of the investor group’s initial preliminary, non-binding proposal to acquire the remaining shares.
The $8.05 price also represents a 38% premium to Priority’s closing price on September 18, 2026, the last trading day before the definitive agreement was announced.
Priority, which trades on Nasdaq under the PRTH ticker, provides payments and banking technology that helps businesses collect, store, lend and send money. Its platform combines merchant services, payables, banking and treasury capabilities through what it calls its Priority Commerce Engine.
The transaction followed a review by a special committee composed of independent and disinterested Priority directors.
Priority’s board established the committee after receiving the investor group’s initial proposal.
The special committee subsequently conducted a valuation analysis and review of the offer with its independent financial and legal advisors and entered into negotiations with Priore and the investor group.
Those negotiations ultimately resulted in a more than 30% increase in the proposed purchase price compared with the original offer.
One factor influencing the process was Priore’s position as both Priority’s chairman and chief executive and an existing significant shareholder.
Priority said Priore had informed the special committee that he did not intend to sell his stake in the company to a third party, a position previously disclosed through a Schedule 13D filed in December 2025.
The special committee unanimously recommended the final transaction.
Priority’s full board, after receiving that recommendation, determined that the proposed deal was in the company’s and stockholders’ interests and is recommending that shareholders approve the transaction.
The agreement contains an additional approval requirement designed specifically around Priority shareholders who are not affiliated with Priore’s investor group.
Completion requires approval from holders of a majority of Priority’s common stock not affiliated with the investor group, in addition to regulatory approvals and other customary closing conditions.
The transaction is expected to close during the first half of 2027.
Once completed, Priority will become a privately held company and its common stock will cease trading on the Nasdaq Global Select Market.
The deal is being financed in part through equity commitments from funds advised by Searchlight Capital Partners.
Searchlight is a global private investment firm managing approximately $17 billion in assets from offices in London, New York, Miami and Toronto.
The investment firm focuses on sectors including telecommunications, media, business services, industrial companies and financial services.
Importantly, Priority said the acquisition is not subject to a financing condition, providing greater certainty around the investor group’s ability to fund the transaction.
For Priority, private ownership could provide a different environment for pursuing its Connected Commerce strategy without the quarterly reporting and public-market pressures associated with being a listed company.
The company’s unified platform is designed to connect several areas traditionally handled through separate financial systems.
Its merchant services business enables companies to accept payments, while its payables capabilities support outgoing payments. Priority also provides banking and treasury services designed to help businesses manage liquidity and working capital.
Priority describes the broader model as Connected Commerce, with the goal of helping companies manage how money moves into, through and out of their businesses from one technology platform.
The take-private deal would allow Priore to continue leading that strategy while significantly increasing the ownership concentration around the management-led investor group and its financial partners.
The transaction also caps a lengthy negotiation process that began publicly in November 2025.
The more than 30% improvement from the initial proposal to the definitive $8.05-per-share agreement highlights the role of the special committee negotiations in establishing the final transaction terms.
Priority will hold a special stockholder meeting where shareholders will vote on the agreement.
The company also plans to file a proxy statement and Rule 13e-3 transaction statement with the U.S. Securities and Exchange Commission containing additional information about the transaction, process and approvals.
Barclays is serving as exclusive financial advisor to the special committee, with Paul, Weiss, Rifkind, Wharton & Garrison serving as its legal counsel.
TD Securities is serving as exclusive placement agent to the investor group, while McDermott Will & Schulte is acting as legal counsel.
Nixon Peabody is serving as Priority’s legal counsel, and Latham & Watkins is advising Searchlight.
If completed as planned, the $1.6 billion transaction will end Priority’s run as a publicly traded company while allowing Priore and his investment partners to pursue the next phase of the payments and banking platform’s development under private ownership.
KEY QUOTES:
“After a comprehensive evaluation of the proposal, a rigorous valuation analysis, and extensive negotiations with Tom and his affiliates, we are delivering a transaction that provides compelling and certain value to Priority’s unaffiliated stockholders. We believe this is the best path for the unaffiliated stockholders to realize the significant value from their investment in the Company.”
Michael Passilla, Chair of the Special Committee
“I am pleased to have reached an agreement that delivers meaningful value to our stockholders and positions the Company to achieve our vision for Connected Commerce. I am deeply proud of what our team has built, and I am excited to lead the Company into this promising next chapter.”
Thomas Priore, Chairman and CEO of Priority Technology Holdings
