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# Priority Technology Agrees to $1.6 Billion CEO-Led Buyout
- URL: https://www.theamericanquorum.com/priority-technology-1-6-billion-ceo-led-buyout/
- Published: 2026-09-22T06:12:23.000Z
- Updated: 2026-09-22T06:12:23.000Z
- Description: Priority Technology agreed to a $1.6 billion take-private deal led by CEO Thomas Priore, offering $8.05 a share while minority-holder approval, state licensing reviews and financing terms remain decisive.
- Author: News Desk
- Tags: Business

Priority Technology Holdings agreed to a roughly $1.6 billion take-private transaction that would pay unaffiliated shareholders $8.05 in cash for each share, placing a fast-growing payments company under the control of an investor group led by its chairman and chief executive, Thomas Priore.

The agreement, announced Monday, would end Priority’s public listing if shareholders and regulators approve it. It also creates a closely watched test of the protections available to minority investors when a controlling executive leads the buyer group. Priority’s [SEC filing](https://www.sec.gov/Archives/edgar/data/1653558/000121390026101651/ea0306047-8k%5Fpriority.htm?ref=theamericanquorum.com) says Priore and supporting shareholders control about 61.4% of the outstanding stock, while the transaction still requires approval from disinterested shareholders.

## The offer

The buyer group will acquire the shares it does not already own for $8.05 each. Priority said that represents a 38% premium to the company’s closing price on Sept. 18, the last trading day before the agreement was announced, and a 65% premium to the Nov. 7, 2025, closing price before the original proposal became public. Independent reports from [Reuters](https://www.reuters.com/legal/transactional/priority-technology-go-private-16-billion-ceo-led-deal-2026-09-21/?ref=theamericanquorum.com) and [WSJ](https://www.wsj.com/business/deals/priority-technology-ceo-to-take-firm-private-in-1-6-billion-deal-e3b4fa36?ref=theamericanquorum.com) reported the same price and enterprise value.

The transaction is expected to close in the first half of 2027, but that timetable is not guaranteed. Until every condition is met, Priority remains a public company and its shares continue to trade. If the deal closes, the shares will leave Nasdaq and Priority will cease being an SEC-reporting company.

## A conflicted structure

Because Priore is both the company’s chief executive and the leader of the acquiring group, the process carries an inherent conflict. Priority formed a special committee of independent and disinterested directors to evaluate and negotiate the offer. The committee received advice from outside legal and financial advisers and a financial-fairness opinion from Barclays, according to the filing.

The company says negotiations improved the proposed price by more than 30%. Priore had also told the committee he would not sell his stake to a third party, limiting the practical paths available to a rival bidder. The committee unanimously recommended the final agreement, and the full board approved it after Priore and another director recused themselves. Priority’s public [FAQ](https://www.sec.gov/Archives/edgar/data/1653558/000121390026101651/ea030604701ex99-3.htm?ref=theamericanquorum.com) describes the committee’s review as rigorous; independent coverage by the Journal confirms the price increase and committee recommendation.

## Minority approval matters

The controlling group’s voting power alone cannot satisfy every approval requirement. The agreement requires both a majority of all outstanding voting power and a majority of votes cast by disinterested shareholders. That second test excludes the buyer group, supporting stockholders, company officers and board members outside the special committee.

That majority-of-the-minority condition is the central safeguard for investors who are not rolling their shares into the private company. The pending proxy statement and Schedule 13E-3 should provide more detail about the committee’s valuation work, Barclays’ analysis, management projections and the interests of executives and directors. Those disclosures will give shareholders more evidence for judging whether the headline premium fairly captures Priority’s future value.

## Financing and exit terms

The acquisition is not subject to a financing condition. The filing says the buyer expects to use as much as $160 million of equity from funds advised by Searchlight Capital Partners, a borrowing under Priority’s existing Truist Bank revolving credit facility, and cash held by the company and its subsidiaries. Searchlight funds also provided a limited guarantee for certain buyer obligations.

The signed [agreement](https://www.sec.gov/Archives/edgar/data/1653558/000121390026101651/ea030604701ex2-1.htm?ref=theamericanquorum.com) restricts Priority from actively soliciting alternatives, but it permits the special committee to consider an unsolicited proposal that could reasonably lead to a superior offer. Priority would generally owe a $15.75 million termination fee in specified circumstances if it accepts a superior bid. The buyer may owe $35.25 million if it breaches the agreement or fails to close when required.

## Regulatory path

Priority’s business spans merchant acquiring, accounts payable and treasury services, making the change in control more complex than an ordinary software buyout. The transaction requires approvals tied to state money-transmitter licenses. The filing allows limited fallback arrangements or withdrawals in some jurisdictions, but it protects specified states and caps the revenue exposure from any remaining withdrawals.

Priority has continued expanding while the proposal was under review. Trade publication [PYMNTS](https://www.pymnts.com/business/2026/priority-technology-board-backs-ceos-go-private-deal-at-1-6-billion-valuation/?ref=theamericanquorum.com) reported that second-quarter revenue rose 9% from a year earlier to $262.3 million, with growth across its major operating segments. That operating momentum helps explain why the committee’s valuation record, not merely the premium to an earlier market price, will matter to shareholders.

## What comes next

The next decisive evidence will arrive in the proxy materials. Investors will be able to compare the offer with the company’s forecasts, the adviser’s valuation ranges and the committee’s account of negotiations. They will also learn more about the buyer group’s ownership and rollover arrangements before casting the disinterested-shareholder vote.

The agreement gives Priority a defined route to private ownership, but not a completed sale. The price is fixed, the financing plan is identified and the board process is documented. Shareholder approval, licensing reviews and closing conditions remain unresolved. For minority owners, the transaction’s quality will ultimately turn on whether the forthcoming record supports the committee’s conclusion that $8.05 delivers fair value now.