Priority Technology Holdings has agreed to a roughly $1.6 billion take-private transaction led by Chairman and CEO Thomas Priore. The deal would move the payments and banking solutions provider from public ownership to a private structure, with the buyer group offering $8.05 per share in cash and targeting completion in the first half of 2027.
Key Takeaways
- Priority Technology Holdings agreed to a take-private transaction valued at approximately $1.6 billion.
- Chairman and CEO Thomas Priore is leading the investor group acquiring the company.
- The buyer group will pay $8.05 in cash for each outstanding share it does not already own.
- Funds advised by Searchlight Capital Partners have provided equity commitments for the transaction.
- Priority expects the deal to close in the first half of 2027, subject to required approvals and customary closing conditions.
Priority Technology Agrees to $1.6 Billion Take-Private Deal
Priority Technology Holdings has entered into a definitive agreement with an investor group led by Thomas Priore to acquire the company and take it private. The all-cash transaction carries an enterprise value of approximately $1.6 billion.
The investor group will acquire all outstanding shares of Priority common stock that it does not already own for $8.05 per share in cash. The transaction would end Priority’s status as a publicly traded company once completed.
Priority provides payments and banking solutions for businesses. Its services cover collecting, storing, lending and sending money through its connected commerce platform.
The transaction was announced September 21, 2026, and is expected to close during the first half of 2027. Completion remains subject to customary closing conditions, including required regulatory approvals and approval from a majority of Priority common stockholders who are not affiliated with the investor group.
Until the transaction closes, Priority remains a publicly traded company.
The agreement represents a change in the company’s ownership structure while retaining its existing chief executive as the leader of the acquisition group.
Thomas Priore Leads the Acquisition Group
Thomas Priore, Priority’s chairman and CEO, is leading the investor group pursuing the acquisition. The group includes entities controlled by Priore and certain of his affiliates.
The transaction is structured as an acquisition of the shares that the investor group does not already own. Priority’s public stockholders who are not part of the investor group would receive $8.05 in cash for each share at closing, subject to the terms of the agreement.
The agreed price represents a 65% premium to Priority’s closing share price on November 7, 2025. That date was the last trading day before public disclosure of the investor group’s preliminary, non-binding proposal to acquire the remaining shares it did not already hold.
The agreed price also represents a 38% premium to Priority’s closing share price on September 18, 2026, the last trading day before the definitive agreement was announced.
The transaction follows negotiations between the investor group and Priority’s independent directors. Those negotiations were conducted through a special committee established to evaluate the proposal.
Priority’s board approved the agreement following the special committee’s unanimous recommendation.
The structure places the company’s current chairman and CEO at the center of the proposed ownership transition, while the board’s independent committee handled the review of the offer.
The leadership structure differs from a conventional CEO succession, in which a company changes its top executive while maintaining its existing ownership. A recent CEO transition after major growth at Pavion, for example, involved a new chief executive taking responsibility for the company’s next phase while its previous CEO moved into an advisory role.
Deal Sets $8.05 Cash Price for Outstanding Shares
The Priority Technology take-private deal provides for an all-cash payment of $8.05 per share for outstanding common stock not already owned by the investor group.
The approximately $1.6 billion enterprise value covers the proposed acquisition of Priority under the definitive agreement. The transaction is being financed in part through equity commitments from funds advised by Searchlight Capital Partners.
The agreement is not subject to financing conditions, according to the transaction terms.
The proposed transaction also establishes treatment for certain existing equity awards. Granted but unvested restricted stock units and performance stock units will fully vest at closing under the stated terms, with performance stock units vesting at their target performance thresholds.
Vested stock options with an exercise price below $8.05 are to be paid in cash based on the difference between the exercise price and the transaction price, subject to applicable withholding taxes.
The transaction therefore sets specific cash consideration not only for common stockholders but also for certain equity awards covered by the agreement.
Priority’s common stock currently trades on the Nasdaq Global Select Market. If the transaction closes, the company’s common stock will no longer be listed there.
The change would also end Priority’s status as an SEC reporting company after completion of the transaction.
The transaction provides another example of an established company using an acquisition to change its corporate structure. A separate major corporate acquisition agreement involving Kroger and Giant Eagle was structured around a $1.65 billion purchase and remained subject to regulatory review before completion.
Independent Directors Recommend the Transaction
Priority’s special committee consists of independent and disinterested directors and conducted the review of the proposed transaction with independent legal and financial advisers.
The committee unanimously recommended the agreement to the company’s board. The board subsequently approved the transaction based on that recommendation.
Barclays is serving as exclusive financial adviser to the special committee, while Paul, Weiss, Rifkind, Wharton & Garrison is serving as its legal counsel.
TD Securities is serving as exclusive placement agent to the investor group. McDermott Will & Schulte is representing the investor group as legal counsel, while Latham & Watkins is serving as legal counsel to funds advised by Searchlight Capital Partners.
Nixon Peabody is serving as legal counsel to Priority.
The transaction remains subject to approval by holders of a majority of Priority’s common stock who are not affiliated with the investor group. Regulatory approvals and other customary closing conditions also remain outstanding.
Priority has said the proposed ownership change would not alter its fundamental business or day-to-day operations. The company would continue operating its connected commerce business following completion of the transaction.
The distinction between ownership and operations is central to the agreement. The proposed deal would change Priority’s ownership and public-market status while leaving its existing business structure in place, according to the transaction materials.
Priority Technology Targets Closing in First Half of 2027
Priority expects the transaction to close in the first half of 2027, provided the required conditions are satisfied.
Until closing, Priority will continue as a publicly traded company. Its stock will remain listed on Nasdaq during that period, and the company will continue operating under its existing corporate structure.
After completion, Priority is expected to become a privately held company. Its common stock would no longer be listed or traded on the Nasdaq Global Select Market, and the company would cease to be an SEC reporting company.
The transaction does not take effect immediately. Stockholder approval and regulatory requirements must be completed before the acquisition can close.
The proposed deal also leaves Thomas Priore positioned to continue leading Priority after the ownership transition. Priore is both the company’s current chairman and CEO and the leader of the investor group seeking to acquire the remaining shares.
Priority’s transaction materials state that the company will remain focused on its vision for connected commerce following completion of the deal.
Frequently Asked Questions
What is the Priority Technology take-private deal?
Priority Technology has agreed to be acquired by an investor group led by Chairman and CEO Thomas Priore. The all-cash transaction has an enterprise value of approximately $1.6 billion.
Who is leading the Priority Technology acquisition?
Thomas Priore, Priority Technology’s chairman and CEO, is leading the investor group. The group includes entities controlled by Priore and certain affiliates.
How much is the Priority Technology take-private transaction worth?
The transaction has an enterprise value of approximately $1.6 billion. The investor group will pay $8.05 in cash for each Priority common share it does not already own.
What price will shareholders receive under the Priority Technology deal?
Priority stockholders covered by the agreement will receive $8.05 per share in cash at closing, subject to the transaction’s terms and required approvals.
When is the Priority Technology transaction expected to close?
Priority expects the transaction to close during the first half of 2027. The closing remains subject to customary conditions, regulatory approvals and approval by a majority of unaffiliated Priority stockholders.
