Priority Technology Holdings, a payments and banking-technology company listed on the Nasdaq, agreed to be taken private in an all-cash deal worth about $1.6 billion in enterprise value, led by an investor group headed by its own chairman and chief executive, Thomas Priore.
Under the terms disclosed in a regulatory filing, the investor group will pay $8.05 a share for the stock it does not already own, a 65% premium to Priority's closing price on Nov. 7, 2025, the last trading day before the group's initial, non-binding proposal became public, and a 38% premium to the stock's close on Sept. 18. The deal carries no financing condition; equity commitments come from funds advised by Searchlight Capital Partners, which manages roughly $17 billion in assets.
An independent special committee of Priority's board, chaired by director Michael Passilla, negotiated the price up more than 30% from the investor group's original offer before recommending the transaction unanimously.
After a comprehensive evaluation and rigorous analysis, we are delivering a transaction that provides compelling and certain value to our unaffiliated stockholders.
Michael Passilla, chair, Priority Technology special committee
Priore, who leads the Alpharetta, Georgia-based company, said the agreement "delivers meaningful value to our stockholders and positions the company to achieve our vision." Priority's platform, marketed as its Priority Commerce Engine, lets businesses collect, store, lend and send money across merchant services, payables and treasury functions. Barclays and Paul, Weiss, Rifkind, Wharton & Garrison advised the special committee; TD Securities and McDermott Will & Schulte advised the investor group; and Latham & Watkins advised Searchlight.
A richer price after pushback
The special committee's push for a higher price is notable given how these processes typically unfold: initial buyout proposals from insiders are frequently criticized by outside shareholders as opportunistic, and a more-than-30% increase in the offer suggests the committee extracted real leverage before signing off. The premium to recent trading levels reflects the kind of discount common to smaller, debt-financed payments companies on public markets, even when the underlying business generates steady processing revenue.
The deal still needs approval from a majority of Priority's shareholders unaffiliated with the buyout group, along with customary regulatory clearances, and is expected to close in the first half of 2027. It adds to a run of take-private transactions among small and mid-cap fintech and payments firms this year, as founders and private-equity sponsors bet they can extract more value away from public markets.