Priority Technology Holdings, Inc. (NASDAQ: PRTH) has entered into a definitive merger agreement to be acquired and taken private by an investor group led by Chairman and Chief Executive Officer Thomas Priore in a transaction valued at approximately $1.6 billion in enterprise value. Under the terms of the agreement, public stockholders will receive $8.05 per share in cash, representing a 65% premium over the company’s unaffected share price of $4.88 on November 7, 2025, prior to the initial disclosure of the buyout proposal.
The transaction, announced September 21, 2026, and filed with the U.S. Securities and Exchange Commission on Form 8-K, was unanimously recommended by a Special Committee of independent and disinterested directors. Upon closing, expected in the first half of 2027, Priority Technology will become a privately held company and its shares will be delisted from the Nasdaq Capital Market.
Key Deal Takeaways
- $8.05 Per Share Cash Consideration: Public minority stockholders receive an all-cash payout of $8.05 per share, converting public equity into guaranteed liquidity without financing contingencies.
- Searchlight Capital Backing: Funds advised by Searchlight Capital Partners, L.P. are providing an equity commitment of up to $160 million alongside borrowings under Priority’s existing Truist Bank revolving credit facility and balance sheet cash.
- 61.4% Insider Rollover: Stockholders affiliated with CEO Thomas Priore controlling approximately 61.4% of common voting power signed support agreements to vote for the merger and roll their shares into the acquiring holding entity.
- Special Committee Protections: The agreement includes a majority-of-the-minority stockholder vote condition, a $15.75 million company termination fee, and a $35.25 million parent reverse termination fee.
Transaction Structure and Capital Sources
According to the company’s regulatory filing, the acquisition is being executed through WD Capital Partners Parent Inc. and WD Capital Partners Merger Sub Inc. Parent expects to fund the aggregate merger consideration through equity financing of up to $160 million from funds advised by Searchlight Capital Partners, L.P., borrowings under the company’s existing Truist Bank revolving credit facility, and available cash.
Crucially for capital markets observers, the merger is not subject to a financing condition. Searchlight delivered a limited guaranty backing specific Parent obligations under the merger agreement. Concurrently, Supporting Stockholders who collectively own approximately 61.4% of outstanding shares agreed to contribute their rollover shares to WD Capital Partners Holdings LP immediately prior to the effective time, avoiding the cash drain of buying out the principal controlling interest.
Summary of Key Merger Terms
The acquisition resolves months of review following the initial proposal submitted by Priore in November 2025. In the company’s press announcement, Special Committee Chair Michael Passilla noted that the independent board concluded the cash valuation delivered full and fair value to minority shareholders after extensive evaluation.
| Transaction Metric | Disclosed Term / Value | Primary Source Reference |
|---|---|---|
| Per-Share Consideration | $8.05 per share in cash | SEC Form 8-K (Item 1.01) |
| Enterprise Transaction Value | Approximately $1.6 billion | SEC Exhibit 99.1 Press Release |
| Unaffected Share Price Premium | 65% over $4.88 (Nov 7, 2025 close) | SEC Exhibit 99.1 Press Release |
| Equity Financing Commitment | Up to $160 million (Searchlight Capital) | SEC Form 8-K (Item 1.01) |
| Debt Financing Commitment | Existing Truist Bank Revolving Facility | SEC Form 8-K (Item 1.01) |
| Rollover Voting Power | Approximately 61.4% of common shares | SEC Form 8-K (Item 1.01) |
| Company Termination Fee | $15,750,000 | SEC Form 8-K (Item 1.01) |
| Parent Reverse Termination Fee | $35,250,000 | SEC Form 8-K (Item 1.01) |
| Outside Closing Date | December 18, 2027 | SEC Form 8-K (Item 1.01) |
Special Committee Protections and Fiduciary Gates
Because the transaction involves an insider buyout led by the sitting CEO and majority-controlling shareholder, corporate governance safeguards are paramount. To manage potential conflicts of interest, the transaction was negotiated exclusively by a Special Committee advised by independent financial and legal counsel: Barclays served as exclusive financial advisor to the Special Committee, with Paul, Weiss, Rifkind, Wharton & Garrison LLP acting as legal counsel. The Investor Group was represented by TD Securities and McDermott Will & Emery LLP, while Searchlight retained Latham & Watkins LLP.
Approval requires two distinct stockholder voting gates: first, the affirmative vote of holders representing a majority of all voting power of outstanding common stock; second, a separate “majority-of-the-minority” vote requiring approval by holders of a majority of shares held by disinterested public stockholders not affiliated with the Investor Group. This dual-threshold requirement prevents the 61.4% rollover block from approving the transaction over minority objections without sufficient independent shareholder support.
For more background on how structured buyout transactions balance debt facilities and equity commitments, see our deep dive on how leveraged buyouts work, as well as recent coverage of sponsor-backed transactions including the Mistras Group buyout by H.I.G. Capital and corporate refinancing maneuvers such as AMC’s debt refinancing plan.
Next Steps and Closing Conditions
The transaction faces standard regulatory review, including Hart-Scott-Rodino (HSR) antitrust clearance and approvals related to payments and money-transmission licenses held by Priority’s operating units. The merger agreement contains customary non-solicitation provisions with a fiduciary-out mechanism: the company may engage with unsolicited superior proposals subject to a four-business-day match right for Parent and payment of the $15.75 million company termination fee.
Priority plans to file a preliminary proxy statement on Schedule 14A with the SEC detailing the Special Committee’s fairness opinion, projections, and process background. Stockholders will vote on the proposed merger following the distribution of the definitive proxy statement.
Sources
- SEC Form 8-K: Priority Technology Holdings, Inc. Current Report (September 21, 2026)
- SEC Exhibit 99.1: Priority Technology Holdings Press Release on Take-Private Agreement
- SEC Exhibit 2.1: Agreement and Plan of Merger
Disclosure: This article is for informational purposes only and is not investment advice.