Priority Technology Holdings has agreed to be taken private by an investor group led by Chairman and Chief Executive Thomas Priore, offering unaffiliated shareholders $8.05 a share in cash. The definitive agreement, announced Sept. 21, would value the payments and banking-technology company at approximately $1.6 billion in enterprise value if completed.
The signed deal is a substantial increase from the group’s initial, non-binding proposal last November of $6.00 to $6.15 a share, an offer that drew public objections from some investors. For Priority, the agreement advances a management-led effort to leave the Nasdaq market; for minority holders, the key development is that the company’s independent special committee unanimously recommended the higher price before the board approved it.
Signed agreement follows contested preliminary proposal
Priority’s latest transaction announcement says the Priore-led group will acquire all common shares it does not already own. The consideration is entirely cash, rather than a mix of cash, stock or a continuing public stake.
The company calculated the $8.05 price as a 38% premium to its Sept. 18, 2026 closing price and a 65% premium to its Nov. 7, 2025 closing price. Those percentages use distinct reference points, so they should not be read as a single measure of the offer’s premium across the entire negotiation period.
The comparison with the original indication is clearer. The final price is 31% above the top end of the earlier $6.15-to-$6.00 range and about 34% above its lower end. That increase addresses, at least in nominal price terms, the concern that surrounded the first proposal. It does not establish how individual investors or the funds that criticized the original bid view the signed agreement.
On Nov. 10, 2025, Priority disclosed that it had received the preliminary proposal and cautioned that no agreement was assured. Its initial company statement described the proposal as non-binding and said a special committee of independent and disinterested directors would evaluate it and possible alternatives.
That committee has now endorsed the transaction unanimously, according to the latest announcement. Michael Passilla, its chairman, said the committee concluded the agreement offered unaffiliated shareholders compelling and certain value. Priore said the transaction would allow Priority to pursue its Connected Commerce strategy as a private company.
Investor pushback shaped the backdrop
The first offer arrived at a sensitive point for a buyer group headed by the company’s own chief executive. In management-led take-private transactions, a special committee is intended to assess an offer independently of executives who may have interests different from other shareholders, including the prospect of retaining an ownership position after a deal closes.
Payments Dive reported on Nov. 19, 2025 that Steamboat Capital Partners had called the preliminary bid opportunistic and inadequate. Buckley Capital Partners also opposed it. TD Cowen analysts, cited by the publication, characterized the proposed premium to the then-current market price as modest while arguing that the offer discounted what they considered Priority’s intrinsic value.
Those were investors’ and analysts’ assessments of the preliminary $6.00-to-$6.15 proposal, not an independently established valuation of Priority and not a reported judgment on the $8.05 definitive agreement. The new announcement does not identify any response from Steamboat or Buckley to the final terms.
The difference between the two stages also matters procedurally. November’s approach was an indication that might or might not have led to a transaction. September’s agreement has been recommended by the special committee and approved by Priority’s board, but it remains a proposed acquisition rather than a completed one.
Enterprise value is not the cash equity value
Priority put the transaction’s enterprise value at about $1.6 billion. Enterprise value is a measure commonly used to describe the value of a company’s operating business: it generally combines equity value with debt and adjusts for cash. It is therefore not the same thing as the aggregate cash payment implied by the $8.05 price for public shareholders.
That distinction is especially important because reporting on the original proposal described its equity value at roughly $510 million to $520 million. Those figures concerned the earlier $6.00-to-$6.15 indication, not the final agreement, and they cannot be compared directly with the newly announced $1.6 billion enterprise value as if they measured the same item.
The company’s stated premium calculations provide the most direct market-price context for the final bid, while the price increase from the preliminary offer shows the economic change in the negotiations. Further transaction filings could add detail on the evaluation process and the basis for the board’s recommendation. For now, the confirmed terms are an $8.05-per-share cash offer and an enterprise value of approximately $1.6 billion.