Priority Technology to Go Private in $1.6 Billion Deal Led by CEO Thomas Priore

Priority Technology Holdings has agreed to be taken private by an investor group led by Chairman and Chief Executive Officer Thomas Priore in an all-cash merger that values the payments and banking company at about $1.6 billion on an enterprise-value basis.

Shareholders not affiliated with the buyer group would receive $8.05 a share in cash. Priority signed the merger agreement on September 18 and announced it Monday, September 21. If the deal closes as planned, Priority will become a wholly owned subsidiary of a Priore-controlled parent company and its shares will stop trading on Nasdaq. The company expects completion in the first half of 2027, subject to shareholder and regulatory approvals.

The final price represents a 65% premium to Priority’s November 7, 2025 closing price, the last trading day before the original take-private proposal became public, and a 38% premium to the September 18, 2026 close. Priority’s Form 8-K describing the merger agreement says the buyer entities, WD Capital Partners Parent Inc. and WD Capital Partners Merger Sub Inc., are controlled by Priore and certain of his affiliates.

Special committee negotiated the price above the initial proposal

The agreement follows more than 10 months of review and negotiations. Priore’s investor group submitted a preliminary, non-binding proposal in November 2025 offering $6.00 to $6.15 a share for the stock it did not already own. At the time, Priority said Priore held about 58% of the company’s outstanding common shares.

Priority’s board responded by creating a special committee made up of independent and disinterested directors. The committee later hired Barclays as its financial adviser and Paul, Weiss, Rifkind, Wharton & Garrison as independent legal counsel. According to Monday’s announcement, Priore had told the committee that he did not intend to sell his stake to a third party, a position disclosed in a Schedule 13D filing in December 2025.

Negotiations produced an agreed price more than 30% above the range in the initial proposal. The special committee unanimously recommended the merger, and the board approved it after receiving that recommendation. Priore and director Marc Crisafulli recused themselves from the board’s approval because of Priore’s interest and Crisafulli’s possible interest in the deal.

Barclays also delivered a financial opinion to the special committee stating that, as of the opinion date and subject to its assumptions and limitations, the $8.05 cash consideration was fair from a financial point of view to the covered unaffiliated common shareholders. The detailed analysis behind that opinion is expected to appear in the proxy statement that Priority will file for the shareholder vote.

Searchlight funding is one part of the financing plan

The buyer expects to fund the cash payment and related costs from several sources. Funds advised by Searchlight Capital Partners have committed up to $160 million of equity financing. The rest is expected to come from a borrowing under Priority’s existing revolving credit facility with Truist Bank and available cash held by Priority and its subsidiaries.

Completion is not conditioned on the buyer obtaining financing. Priority is a third-party beneficiary of the Searchlight equity commitment for purposes of enforcing it in certain circumstances, and the Searchlight funds also provided a limited guaranty covering specified buyer obligations under the merger agreement.

Priore, his affiliates and other supporting shareholders that collectively own about 61.4% of Priority’s outstanding common stock have signed support agreements. They agreed to vote their shares for the merger and, immediately before closing, roll those shares into WD Capital Partners Holdings LP in exchange for equity interests in that holding company. The rollover means those shares will not be cashed out at $8.05 alongside the shares covered by the merger consideration.

That 61.4% support does not by itself satisfy all of the voting conditions. Priority must obtain approval from holders of a majority of the voting power of all outstanding common shares and, separately, a majority of the votes cast by stockholders defined as disinterested under the merger agreement and Delaware law. Shares held by Priore, the supporting holders and specified company insiders are excluded from that second group.

Employee equity will also be converted if the merger closes. Outstanding stock options will vest and be cashed out to the extent the $8.05 merger price exceeds their exercise price. Restricted stock units will fully vest and convert into cash at the merger price, while performance stock units will vest using target-level performance. Priority’s employee stock purchase plan is scheduled to terminate immediately before closing.

Money-transmitter approvals are a key closing condition

Priority operates a payments platform that relies on state money-transmitter licenses, making regulatory approvals an important part of the closing process. The merger agreement requires specified state approvals tied to the change of control. After a defined deadline, some remaining jurisdictions may be addressed through alternative compliance arrangements or withdrawals from operations, subject to limits written into the agreement.

The filing sets December 18, 2027 as the outside date, considerably later than the company’s current first-half 2027 target. It also establishes a $15.75 million termination fee that Priority may owe in specified circumstances, including if it terminates the agreement to accept a qualifying superior proposal. The buyer can owe Priority a $35.25 million reverse termination fee in certain cases involving a buyer breach or failure to close when required.

The agreement restricts Priority from soliciting competing acquisition proposals, but it preserves a path for the special committee to consider certain unsolicited proposals before shareholder approval when its fiduciary duties require it. Subject to the agreement’s procedures, the board can change its recommendation or Priority can terminate the merger agreement for a superior proposal after giving the buyer an opportunity to respond with revised terms.

The take-private comes while Priority is still growing revenue. In its second-quarter results, the company reported $262.3 million of revenue, up 9.4% from a year earlier, while net income fell 9.3% to $9.9 million. Adjusted EBITDA, a non-GAAP measure, rose 6.0% to $59.4 million. Priority also reaffirmed full-year 2026 guidance for revenue of $1.01 billion to $1.04 billion and adjusted EBITDA of $230 million to $245 million.

Priority’s next formal steps are the SEC filings needed for the vote. The company plans to file a proxy statement and, together with affiliated parties, a Schedule 13E-3 governing the take-private. Those documents will provide additional detail on the special committee’s process, Barclays’ valuation work, conflicts of interest and the date of the shareholder meeting before the proposed merger can move toward closing.