Priority Technology Holdings agreed to be taken private in a transaction valued at about $1.6 billion. An investor group led by chairman and chief executive Thomas Priore will pay $8.05 in cash for each share it does not already own. The transaction is expected to close in the first half of 2027. The company provides payment and banking technology to businesses.
The agreed price represented a 38% premium to Priority’s 18 September closing price and a 65% premium to its unaffected price on 7 November 2025. The final consideration was more than 30% above the investor group’s initial proposal of $6 to $6.15 per share. That increase followed negotiations by a special committee of independent and disinterested directors. The committee unanimously recommended the agreement.
SPECIAL COMMITTEE BACKED THE TERMS
The special committee, chaired by Michael Passilla, conducted the valuation analysis and negotiations with independent legal and financial advisers. Completion requires approval by holders of a majority of Priority’s common stock not affiliated with the investor group, as well as regulatory approvals and customary closing conditions.
The transaction will be financed in part through equity commitments from funds advised by Searchlight Capital Partners and is not subject to a financing condition. Priore does not intend to sell his existing stake to a third party, the company said.
CLOSING IS TARGETED FOR 2027
The deal would end Priority’s roughly nine-year run as a public company. Priority’s Priority Commerce Engine combines merchant services, payables, banking and treasury capabilities.
The next milestones are the required transaction filings, approval by unaffiliated shareholders, regulatory approvals and satisfaction of the remaining closing conditions. Until closing, Priority remains a publicly traded company.
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