Priority Tech to be taken private at $8.05/share cash by CEO-led group; EV ~$1.6B

Priority Technology Holdings, Inc.

Merger agreement with WD Capital Partners (controlled by CEO Thomas Priore) values PRTH at $8.05/share cash, 65% premium to Nov 7, 2025 close and 38% premium to Sept 18, 2026 close.
All-cash deal has enterprise value of approximately $1.6 billion; special committee unanimously recommended and board approved with Priore and Crisafulli recusing.
Supporting stockholders owning ~61.4% of shares committed to vote for deal and roll over equity; financing includes up to $160M from Searchlight Capital.
Closing conditions include stockholder approval (majority of all voting power plus disinterested vote), state money transmitter license approvals, and no financing condition.
Termination fees: company pays $15.75M in certain situations; parent pays $35.25M reverse fee; outside date is Dec 18, 2027.

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