A special committee of independent directors has given unanimous approval to the acquisition of Priority Technology Holdings by an investor group headed by its Chairman and Chief Executive Officer, Thomas Prior. The transaction values the payment technology services provider at approximately $1.6 billion on an enterprise basis.

Under the terms of the agreement, the consortium led by Prior will acquire all outstanding shares of Priority Technology Holdings Inc that it does not already own for $8.05 per share in cash. According to the company, this price represents a 65% premium over the closing price on November 7, 2025, the trading day before the investor group first made its initial buyout approach, and a 38% premium over Friday's closing price.

The company stated that the special committee, composed entirely of independent directors with no conflicts of interest, has unanimously recommended the transaction. During negotiations with Prior and the other investors, the committee succeeded in raising the offer price by more than 30% from the original proposal.

The company also disclosed that Prior has informed the special committee he has no intention of transferring his personal stake in the company to any third party. Michael Pacella, Chairman of the special committee, commented: "After a thorough review of the proposal, rigorous valuation analysis, and extensive negotiations with Tom and his affiliates, this transaction delivers substantial and certain value to Priority's unaffiliated shareholders."

Part of the funding for the deal comes from equity commitments made by funds managed by Searchlight Capital Partners. The transaction is expected to close during the first half of 2027.