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Priority Technology Goes Private in $1.6 Billion CEO-Led Buyout
Chairman and CEO Thomas Priore's investor group agreed to pay $8.05 a share in cash — a 65% premium to the unaffected price — with Searchlight Capital backing the deal's equity.
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Sources
Company definitive-agreement release read in full (Business Wire); Reuters wire text observed in full; Wall Street Journal via excerpt (paywalled); GlobeNewswire deal summary via excerpt.
All dates 2026. Definitive go-private agreement announced Monday, September 21, 2026 (company release dated on Business Wire). Expected close: first half of 2027.
Priority Technology Holdings has agreed to be taken private by an investor group led by its chairman and chief executive, Thomas Priore, in an all-cash transaction that values the payments company at about $1.6 billion, the company said Monday.
Under the definitive agreement, the investor group will acquire all outstanding Priority shares it does not already own for $8.05 per share in cash. That price is a 65% premium to the stock's close on Nov. 7, 2025 — the last trading day before public disclosure of the investor group's preliminary, non-binding proposal — and a 38% premium to Friday's closing price. It also represents more than a 30% improvement over Priore's initial $6.00 to $6.15 per-share proposal, after months of negotiation with the company's independent directors.
The deal was unanimously recommended by a special committee of independent and disinterested directors, which ran the review with independent legal and financial advisers. "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," said Michael Passilla, the committee's chair. "We believe this is the best path for the unaffiliated stockholders to realize the significant value from their investment in the Company." The full board determined the transaction is in the best interests of the company and its stockholders and recommends they vote in favor at a special meeting.
Priore had told the committee he does not intend to sell his stake to any third party, a position disclosed in a Schedule 13D in December 2025 — effectively making him the natural buyer and leaving the committee to negotiate price rather than shop for alternatives. "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," Priore said. "I am deeply proud of what our team has built, and I am excited to lead the Company into this promising next chapter."
The acquisition will be financed in part by equity commitments from funds advised by Searchlight Capital Partners, with the remainder funded through the company's revolving credit facilities and available cash, per deal summaries of the regulatory filing — and the agreement is not subject to any financing condition. Closing requires approval by holders of a majority of shares not affiliated with the investor group, plus customary regulatory approvals including state money-transmitter licenses or alternative compliance arrangements. The transaction is expected to close in the first half of 2027, at which point Priority will be a privately held company and its stock will be delisted.
The agreement includes a $15.75 million termination fee payable by Priority — if it accepts a superior proposal, changes its recommendation, or breaches the deal — and a $35.25 million reverse termination fee if the buyer side fails to complete the transaction. Barclays served as exclusive financial adviser to the special committee and Paul, Weiss, Rifkind, Wharton & Garrison as its legal counsel; TD Securities was the investor group's placement agent with McDermott Will & Schulte as its legal counsel, Nixon Peabody counseled the company, and Latham & Watkins counseled Searchlight.
Priority sells payments and banking software under the Priority Commerce brand — a unified platform covering payables, merchant services, and treasury. The company beat second-quarter expectations in August and reaffirmed its full-year 2026 outlook. The buyout is the latest in a run of payments and fintech take-privates, including the $7.7 billion take-private of Baldwin Insurance earlier this month and Hg's roughly $6.4 billion purchase of OneStream.
Shareholder-rights firms are already circling: Ademi LLP and Johnson Fistel both announced investigations into whether $8.05 fairly values the company and whether the process protected unaffiliated holders — a routine step in management buyouts that can complicate the path to a vote. Not yet known: the date of the special shareholder meeting, the regulatory approval timeline, and whether the agreement includes a go-shop period, which the company did not disclose in its announcement.
The $1.6 billion go-private deal, in plain English
Here's what "taken private" means. Right now Priority is a public company: anyone can buy its shares on the stock market. An investor group led by the company's own boss, Thomas Priore, has agreed to buy all the shares it doesn't already own for $8.05 each, in cash. Once the deal closes, the shares disappear from the stock market and Priority becomes a private company owned by the investor group. A "premium" is just how much extra buyers pay above the normal market price. Priority says the $8.05 offer is 65% above what the stock traded at last November, before anyone knew a deal was coming — so shareholders get considerably more than the market was valuing the company at back then. Why a special committee? When the CEO is also the buyer, that's a conflict of interest, so the board set up a small group of independent directors to negotiate on behalf of everyone else. That committee pushed Priore's price up more than 30% from his first offer. The deal still isn't done. Two things have to happen first: most shareholders who aren't part of the buyout group must vote yes at a special meeting, and regulators — including state money-transmitter regulators — must approve. The company expects the deal to close in the first half of 2027. If you hold the stock, you can either sell now near the offer price or wait for the $8.05 payout if the deal closes.
The governance math behind the uplift
The negotiation dynamics are the story here. Priore disclosed in a December 2025 Schedule 13D that he would not sell his stake to a third party — which removed any credible auction and made the special committee's only lever the price. The committee extracted a greater-than-30% uplift from the initial $6.00–$6.15 range to $8.05, and secured equity commitments from Searchlight Capital with no financing condition, shifting execution risk onto the buyer. The fee economics look balanced for a management buyout: the $15.75 million company-side termination fee is about 1% of the $1.6 billion enterprise value, and the $35.25 million reverse fee about 2.2% — meaningful enough to matter, not large enough to deter a genuinely superior bid, though the absence of a disclosed go-shop period is the open question for fiduciary scrutiny. The backdrop is an accelerating fintech privatization wave — Baldwin Insurance at $7.7 billion this month, OneStream at roughly $6.4 billion — suggesting public markets are systematically undervaluing small and mid-cap payments infrastructure, and that sponsors see long-duration growth that quarterly reporting obscures. Priority's Q2 beat and reaffirmed 2026 outlook gave Priore cover to argue the business is performing; the committee's case for a sale rests on delivering that value to shareholders now rather than over a multi-year private build. Watch the litigation lane: Ademi and Johnson Fistel investigations are near-automatic in management buyouts, but they can surface disclosure gaps around projections or the valuation work Barclays produced — the proxy statement, when filed, will be the document to read, particularly on whether the board secured any ability to solicit competing bids. The premium arithmetic tells its own story. A 65% premium to the November close implies an unaffected price near $4.88, while the 38% premium to Friday implies Friday's close was near $5.83 — the stock drifted roughly 20% higher during the ten-month review period, capturing about a third of the eventual spread before certainty arrived. The $8.05 offer therefore pays minority holders for what the market already suspected, plus a 38% premium for the certainty of a signed definitive agreement.
Not yet known
The special shareholder meeting date; the regulatory (money-transmitter license) approval timeline; whether the agreement includes a go-shop period.
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