Priority Technology CEO takes payments firm private in $1.6 billion deal
A buyout group led by Priority Technology Holdings' chairman and chief executive will pay $8.05 a share in cash to take the payments processor off the Nasdaq, a transaction the company values at roughly $1.6 billion and prices 65% above where the stock traded before the approach surfaced.
The Alpharetta, Georgia-based company said the all-cash deal was unanimously recommended by a special committee of independent and disinterested directors and approved by the full board. The agreed price sits 38% above Priority's closing level on September 18, the last trading day before the definitive agreement was announced.
"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, chair of the special committee.
The premium math is the deal's central fact. Priority's stock closed November 7, 2025 — the last session before the investor group's preliminary, non-binding proposal became public — at a level 65% below the agreed price. Negotiations lifted the offer by more than 30% from that initial approach, according to the company's statement. The gap between the 65% and 38% figures measures how much of the deal's value was already reflected in the share price by the time the definitive agreement landed.
Financing is the second pillar. Equity commitments from funds advised by Searchlight Capital Partners, the $17 billion private investment firm, are funding the transaction in part, and the agreement carries no financing condition. That structure removes the funding risk that typically widens merger-arbitrage spreads on leveraged buyouts of payment processors, where acquirers depend on syndicated debt markets to close.
Thomas Priore, who holds both the chairman and chief executive roles, told the special committee he does not intend to sell his stake to any third party, a position disclosed in a Schedule 13D filed in December 2025. His refusal to exit to a rival effectively forecloses a competing bid for the whole company, leaving the special committee to negotiate price with a buyer who controlled the boardroom and a large block of stock.
The transaction still needs approval from holders of a majority of Priority's common stock not affiliated with the investor group — a structure that excludes Priore's own shares from the tally. Priority plans to file a proxy statement and a Rule 13e-3 transaction statement with the Securities and Exchange Commission, the disclosure required when an affiliate of the issuer is on the buy side. Regulatory approvals, including state money transmitter licenses or alternative compliance arrangements, are also conditions to closing.
Barclays is serving as exclusive financial advisor to the special committee, with Paul, Weiss, Rifkind, Wharton & Garrison as its legal counsel. TD Securities is exclusive placement agent to the investor group, advised by McDermott Will & Schulte. Nixon Peabody is counsel to the company and Latham & Watkins advises Searchlight.
Closing is expected in the first half of 2027. On completion, Priority becomes a private company and its common stock will no longer trade on the Nasdaq Global Select Market, ending a public listing that gave the company access to equity capital markets for its payments and banking platform.
The deal lands in a payments sector where scale has become the deciding competitive variable. Rivals including Shift4 Payments, Toast and Payoneer trade on public multiples that reflect investor skepticism about take rates and margin durability, and a 65% premium for a mid-cap processor sets a reference point for how private buyers value the same cash flows. If the vote clears and the deal closes on schedule, the read-across is that listed payments companies with stable transaction volumes are worth materially more to private capital than their public market prices suggest.
The immediate test is the unaffiliated-shareholder vote, which the proxy statement will schedule. A rejection would send Priority's shares back toward the pre-announcement level, while approval converts the stock into a cash payout tied to a first-half 2027 closing date.
This article is for informational purposes only and does not constitute investment advice.
