Priority Technology Holdings going private in $1.6 billion deal

Thomas Priore, the Chairman and Chief Executive Officer of Priority Technology Holdings, is leading an investor group that will take the company private in a transaction valued at approximately $1.6 billion in enterprise value, the company announced Monday.

The investor group has agreed to purchase every Priority Technology Holdings share it does not currently hold for $8.05 per share in cash. That price represents a 65% premium to the company's closing price on Nov. 7, 2025, the last trading day before the group's preliminary acquisition proposal became public, and a 38% premium to the company's closing price on Sept. 18, 2026, the last trading day before Monday's announcement.

The special committee, composed solely of independent directors with no conflicting interests, gave the transaction its unanimous blessing following an evaluation that encompassed a valuation analysis and arm's-length negotiations with Priore and his affiliates. Through those talks, the committee secured a final offer that was more than 30% above what had originally been put on the table. The full board approved the transaction based on the committee's recommendation.

"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," Special Committee Chair Michael Passilla said in a statement.

The deal is being financed in part by equity commitments from funds advised by Searchlight Capital Partners, and is not subject to any financing conditions, the company said. Searchlight is a global private investment firm with $17 billion in assets under management.

In a Schedule 13D filing in December 2025, Priore had informed the special committee that he has no plans to sell his shares in the company to an outside buyer, the company said.

The transaction is subject to customary closing conditions, including regulatory approvals and approval by holders of a majority of Priority Technology Holdings stock not affiliated with the investor group. The deal is expected to close in the first half of 2027. Upon completion, Priority Technology Holdings stock will be delisted from the Nasdaq Global Select Market.

Barclays is serving as financial advisor to the special committee, with Paul, Weiss, Rifkind, Wharton & Garrison LLP as its legal counsel. TD Securities is serving as placement agent to the investor group, with McDermott Will & Schulte LLP as legal counsel. Latham & Watkins LLP is serving as legal counsel to Searchlight.