Priority Technology Holdings, Inc. (NASDAQ: PRTH) announced on September 18, 2026, that it has entered into a definitive Agreement and Plan of Merger with WD Capital Partners Parent Inc. and its wholly owned subsidiary, WD Capital Partners Merger Sub Inc. Under the terms of the agreement, Merger Sub will merge with and into Priority, with the Company surviving as a wholly owned subsidiary of the Parent entity.
The transaction is an all-cash deal valued at $8.05 per share of Priority common stock. This represents an enterprise value of approximately $1.6 billion. The offer price is a 65% premium to the Company's closing share price on November 7, 2025, and a 38% premium to the closing price on September 18, 2026, the day before the announcement.
The transaction is being led by Thomas C. Priore, Priority's Chairman and Chief Executive Officer, and certain of his affiliates. The deal is being financed, in part, by equity commitments from Searchlight Capital Partners, L.P., a private investment firm with $17 billion in assets under management. The transaction is not subject to any financing conditions.
A special committee of independent and disinterested directors negotiated the agreement with the assistance of independent legal and financial advisors. The committee received an opinion from Barclays Capital Inc. that the merger consideration is fair from a financial point of view. The committee and the Board of Directors unanimously recommended the transaction, with Mr. Priore recusing himself from the Board's vote due to his interest in the deal.
Subject to customary closing conditions, the transaction requires approval from holders of a majority of the voting power of all outstanding shares of Company Common Stock and a majority of the votes cast by disinterested stockholders. The closing is also contingent upon the receipt of certain state regulatory approvals related to money transmitter licenses. The transaction is expected to close in the first half of 2027.
Upon completion, Priority will become a privately held company, and its common stock will no longer be listed on the Nasdaq Global Select Market. The Company must pay a termination fee of $15,750,000 if it terminates the agreement to enter into a superior proposal.
