{"schema_version":"secwatch.filing_event.v1","accession":"0001653558-23-000060","form_type":"8-K","ticker":"PRTH","cik":"0001653558","company_name":"Priority Technology Holdings, Inc.","filed_at":"2023-05-24T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.859623+00:00","generated_at":"2026-06-14T16:02:23.263080+00:00","sec_items":["1.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Priority Technology stalking horse to acquire Plastiq assets for $27.5M cash via Chapter 11","bullets":["Total cash consideration of $27.5M plus assumption of certain liabilities and payments to Blue Torch and Colonnade.","Breakup fee of 3% of purchase price (max 5% combined with expense reimbursement) if an alternate transaction is consummated.","Plastiq filed Chapter 11 petitions on May 24, 2023; sale subject to bankruptcy court approval and higher bids.","Transaction expected to enhance Priority's B2B embedded finance solutions with Plastiq's bill pay and working capital platform.","Blue Torch to receive preferred units in the buying entity; Colonnade to receive 5% common units and $2M cash."],"urls":{"canonical":"https://secwatch.observer/filing/0001653558-23-000060","json":"https://secwatch.observer/filing/0001653558-23-000060.json","markdown":"https://secwatch.observer/filing/0001653558-23-000060.md","text":"https://secwatch.observer/filing/0001653558-23-000060.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000060/0001653558-23-000060-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000060/prth-20230524.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T16:02:23.263080+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a9ba6d5c016eb3b185e340033b79abdd0671d6c9","claim":"Priority Technology Holdings, Inc. entered into Blue Torch Term Sheet with Blue Torch Finance, LLC valued at Issuance of preferred units in exchange for release of liens and waiver of claims (effective 2023-05-23).","evidence_excerpt":"On May 23, 2023, the Company, Buyer, and Blue Torch entered a binding term sheet (the “ Blue Torch Term Sheet ”). Pursuant to the Blue Torch Term Sheet, Buyer will issue shares of preferred units of Buyer (“the Preferred Units”) in exchange for Blue Torch releasing its liens on the collateral securing the obligations owed to Blue Torch and constituting the Purchased Assets (as defined in the Purchase Agreement), and Blue Torch waiving any claims, as such liens and/or claims remain after Blue Torch receives its portion of the Cash Consideration pursuant to the Purchase Agreement and in accordance with the bankruptcy court’s sales order approving the same, under (i) that certain Financing Agreement, dated November 14, 2022 (as amended, restated, supplemented, waived or otherwise modified from time to time, by and among Plastiq and each of its subsidiaries listed as “Borrowers” and/or “Guarantors” thereunder, the lenders from time to time party thereto and Blue Torch, as Collateral Agent","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000060/0001653558-23-000060-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Blue Torch Finance, LLC"},{"label":"Value","value":"Issuance of preferred units in exchange for release of liens and waiver of claims"},{"label":"Effective","value":"2023-05-23"}],"fact_type":"material_agreement"},{"claim_id":"cc76e48fdcfd509f591a0cd2e095290780d82ea6","claim":"Priority Technology Holdings, Inc. entered into Colonnade Term Sheet with Colonnade Acquisition Corp. II valued at Issuance of 5% common units and $2 million cash in exchange for release of claims (effective 2023-05-23).","evidence_excerpt":"On May 23, 2023, the Company, Buyer, and Colonnade entered a term sheet (the “ Colonnade Term Sheet ”). Pursuant to the terms and subject to the conditions of the Colonnade Term Sheet, Buyer shall (i) issue 5% of common units of Buyer (“ Common Units ”) to Colonnade and (ii) pay Colonnade a total cash component of $2 million in exchange for Colonnade releasing all claims and causes of action against the Purchased Assets (as defined in the Purchase Agreement) and Plastiq, including its affiliates, subsidiaries, officers, directors, shareholders, agents, attorneys, advisors, and employees arising from or related to that certain Agreement and Plan of Merger, by and between Colonnade and Plastiq, dated as of August 3, 2022.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000060/0001653558-23-000060-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Colonnade Acquisition Corp. II"},{"label":"Value","value":"Issuance of 5% common units and $2 million cash in exchange for release of claims"},{"label":"Effective","value":"2023-05-23"}],"fact_type":"material_agreement"},{"claim_id":"fe194ecbf6999ac1075016ce17e1c3601db88fa3","claim":"Priority Technology Holdings, Inc. entered into Stalking Horse Equity and Asset Purchase Agreement with Plastiq Inc., PLV Inc., Nearside Business Corp. valued at Cash consideration of $27,500,000, assumption of liabilities, and additional consideration per Blue (effective 2023-05-23).","evidence_excerpt":"On May 23, 2023, Priority Technology Holdings, Inc.’s (the “ Company ”) indirect subsidiary, Plastiq, Powered by Priority, LLC, a Delaware limited liability company (the “ Buyer ”), entered into a stalking horse equity and asset purchase agreement (the “ Purchase Agreement ”) with Plastiq Inc., a Delaware corporation (“ Plastiq ”), PLV Inc., a Delaware corporation and subsidiary of Plastiq (“ PLV ”), and Nearside Business Corp., a Delaware corporation and subsidiary of Plastiq (“ Nearside ”, together with Plastiq and PLV, “ Sellers ”), to acquire substantially all of the Sellers’ assets and equity of Plastiq Canada Inc., a wholly owned subsidiary of Plastiq (the “ Sale ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000060/0001653558-23-000060-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Plastiq Inc., PLV Inc., Nearside Business Corp."},{"label":"Value","value":"Cash consideration of $27,500,000, assumption of liabilities, and additional consideration per Blue"},{"label":"Effective","value":"2023-05-23"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}