Investor Group to Take Priority Technology Private in $1.6 Billion Cash Deal
Chairman Thomas Priore’s group will buy remaining Priority shares at $8.05, a 65% premium to the pre-proposal close, with Searchlight equity and a first-half 2027 close.
Priority Technology Holdings, Inc. (PRTH), the payments and banking solutions provider, entered a definitive agreement with an investor group led by Chairman and Chief Executive Officer Thomas Priore to take the company private.
The all-cash deal values the company at an enterprise value of approximately $1.6 billion. Holders of common stock not already owned by the Investor Group will receive $8.05 a share. The price is a 65% premium to Priority’s closing share price on November 7, 2025, the last trading day before public disclosure of the group’s preliminary, non-binding proposal, and a 38% premium to the September 18, 2026, close.
Priore, who had already accumulated a controlling stake, will keep his existing shares and acquire the rest. He said he does not intend to sell his stake to any third party, as disclosed in a December 2025 Schedule 13D. Negotiations with the special committee produced a more than 30% increase from the original range of $6.00 to $6.15 a share first floated in November 2025.
A special committee of independent and disinterested directors unanimously recommended the transaction after a valuation review with Barclays as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Michael Passilla, chair of the committee, said the group delivered “compelling and certain value” to unaffiliated stockholders. The full board approved the deal and will ask shareholders to vote at a special meeting.
The transaction is financed in part by equity commitments from funds advised by Searchlight Capital Partners, L.P., and is not subject to financing conditions. TD Securities is placement agent for the Investor Group; McDermott Will & Schulte LLP is its counsel. Nixon Peabody LLP advises Priority, and Latham & Watkins LLP advises Searchlight.
Closing is expected in the first half of 2027, subject to customary conditions including regulatory approvals and a majority vote of unaffiliated common-stock holders. Upon completion, Priority will be privately held and its shares will no longer trade on the Nasdaq Global Select Market. The company plans to file a proxy statement and a Rule 13e-3 transaction statement with the SEC.
Priore said the agreement “delivers meaningful value to our stockholders and positions the Company to achieve our vision for Connected Commerce.” He said he is “excited to lead the Company into this promising next chapter.”