Priority Technology CEO Leads $1.6 Billion Buyout to Take Payments Firm Private

Priority Technology Holdings agreed Monday to be taken private by an investor group led by its own chairman and chief executive, in a deal that settled at a price well above where negotiations started and well above where the stock had been trading.

According to a report reviewed by Reuters, the all-cash transaction values the payments and banking solutions provider at approximately $1.6 billion. The buyer group, led by Thomas Priore, will pay $8.05 per share for every share it doesn't already own.

The premium math tells most of the story. The $8.05 price represents a 65% premium to Priority's closing price on Nov. 7, 2025, the last trading day before Priore's preliminary acquisition proposal became public, according to reporting by Quartz. It also cleared the stock's Sept. 18, 2026 close by 38%. For a company that closed at $5.83 the Friday before the deal announcement, per TSG Payments, the arithmetic looks clean for minority shareholders who stayed patient through a negotiation that ran ten months.

Priore didn't get there easily. The agreed price is more than 30% above his initial offer of $6 to $6.15 per share, according to Reuters. That gap tells you the special committee of independent directors wasn't a rubber stamp. The committee unanimously recommended the transaction after a review with its own legal and financial advisers, and the deal structure reflects that leverage: the agreement includes a $35.25 million reverse-termination fee payable by the buyer if the deal falls through, against a $15.75 million termination fee for Priority itself. The buyer carries more than twice the break-up risk.

Equity commitments for the acquisition are backed by funds advised by Searchlight Capital Partners, the private equity firm. That detail matters because it signals institutional capital is behind Priore's rollup, not just the CEO's own balance sheet.

The deal is expected to close in the first half of 2027, ending what TSG Payments described as Priority's nearly nine-year run as a public company.

CEO-led take-privates carry a structural tension that special committees are supposed to resolve: the same executive who sets strategy and controls internal information is also the buyer. The size of the premium and the loaded termination-fee structure suggest Priority's independent directors understood the dynamic. Whether the $8.05 price represents full value is now a question for any shareholder who wants to push it in court, as is common in management buyouts of this type. No litigation had been reported at time of filing.

For the payments sector broadly, the deal fits a pattern. Smaller public processors have faced persistent valuation discounts relative to larger peers, and public-market costs, quarterly reporting overhead, and activist risk, have pushed more management teams toward the exit. Priore had been public about his intentions since November. The spread between his opening bid and the final price shows the process extracted real movement, even if the absolute number leaves room for debate.

Sources cited:
- Reuters (via WSAU News) (https://wsau.com/2026/09/21/priority-technology-to-go-private-in-1-6-billion-ceo-led-deal/)
- Quartz (https://qz.com/priority-technology-holdings-going-private-ceo-buyout-092126)
- TSG Payments (https://tsgpayments.com/priority-announces-it-will-go-private-in-a-1-6-billion-deal/)