Thomas Priore chairs Priority Technology Holdings' board, runs it as chief executive, and controls roughly 61% of its shares alongside allied stockholders. On September 18, he signed an agreement to buy the remaining shares and take the company off the public markets.
The deal offers public shareholders $8.05 per share in cash, according to a merger agreement filed with the SEC. Priore's group — the same stockholders already locked into voting yes — won't receive that cash. They are contributing their shares into the private holding company in exchange for equity in it. The public minority gets the exit; Priore and his supporters stay invested.
Shares closed 33.79% higher at $7.80 on September 22, after the announcement, on dollar volume of about $145 million across 28,097 trades. The stock settled below the $8.05 offer, a gap that reflects the distance between signing and closing.
Financing and deal security
The buyer expects to fund the transaction through a combination of up to $160 million in equity from Searchlight Capital Partners, borrowings on Priority's existing revolving credit line with Truist Bank, and the company's own cash. The deal is not conditioned on the financing being in place, meaning Priore cannot walk away solely because the money falls short.
Two votes, one still in doubt
Closing requires two separate shareholder approvals. The first is a straight majority of all outstanding shares — with 61.4% already committed by the supporting stockholders, that hurdle is close to cleared before a vote is called. The second is harder: a majority of votes cast by disinterested shareholders, a group that explicitly excludes Priore, his supporters, company officers, and board members who are not on the special committee. That is the vote where public holders actually decide.
A committee of independent directors, advised by Barclays Capital as financial adviser, negotiated the terms and unanimously recommended the deal. Priore and one other director recused themselves from the board vote.
Fees and conditions
The deal carries a deadline of December 18, 2027. If Priority walks away to accept a competing offer, it owes the buyer about $15.75 million. If the buyer fails to close when required, it owes Priority about $35.25 million. Closing also requires regulatory approval of Priority's money-transmitter licences across the states where it operates — a condition with some flexibility through alternative arrangements or limited withdrawals, so long as any states from which it pulls back did not account for more than 10% of relevant fee revenue.
The disinterested-holder vote — the count Priore cannot determine — is the only question not yet settled.