Priority Technology to go private in $1.6 billion deal led by CEO

  • Priority Technology agreed to a take-private deal led by Chairman and Chief Executive Officer Thomas Priore.
  • The buyer will pay $8.05 per share in cash, valuing the transaction at about $1.6 billion.
  • Ademi LLP is investigating the transaction as Priority targets closing in 2027's first half.

Priority Technology Holdings agreed to be taken private by an investor group led by Chairman and Chief Executive Officer Thomas Priore in an all-cash transaction valued at about $1.6 billion. The group will acquire shares it does not already own for $8.05 each, a 38% premium to the September 18 closing price and a 65% premium to the unaffected price before the initial proposal disclosed in November 2025. The price exceeds Priore’s initial $6 to $6.15-per-share proposal by more than 30%. Lake Street set an $8.05 price target and downgraded Priority shares to Hold following the announced deal. Searchlight Capital Partners-managed funds have committed up to $160 million of equity financing, with revolving credit facilities and available cash funding the balance. The agreement includes a $15.75 million termination fee payable by Priority and a $35.25 million reverse termination fee payable by the buyer. Priority shares rose 33.45% to $7.77 on Monday, bringing their year-to-date gain to 42%. Ademi LLP said it is investigating whether the offer fairly values public shareholders’ stakes and whether the board adequately protected their interests. The transaction, unanimously recommended by Priority’s independent special committee, requires shareholder and regulatory approvals and is expected to close in the first half of 2027, when the company will delist from the Nasdaq Global Select Market.

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