Buckley Capital Advisors Issues Statement Regarding Controlling Shareholder's Take-Private Proposal for Priority Technology Holdings, Inc.

Rhea-AI Summary

Buckley Capital Advisors (holder of ~2.2% of Priority Technology Holdings, Nasdaq: PRTH) opposes a preliminary, non-binding take-private proposal dated Nov 9, 2025 from CEO Thomas C. Priore to buy minority shares for $6.00–$6.15 per share.

Buckley calls the offer “drastically undervaluing” PRTH versus its internal estimates: 2026 EPS ~$1.30, adjusted EBITDA margin ~24%, estimated 2026A EBITDA ~$249M, SOTP fair value $15–20 per share and a sum-of-parts of ~$17.24 per share. Buckley urges the Special Committee to reject the Proposal and run an independent, transparent strategic review.

Positive

• Adjusted EBITDA margin of ~24%
• Estimated 2026 EPS of ~$1.30
• Enterprise segment drives ~60% of 2025 EBITDA
• Sum-of-parts fair value ~ $17.24 per share

Negative

• Proposal price only $6.00–$6.15 per share
• Proposal values PRTH at ~5.8x 2026 adjusted EBITDA
• Net debt estimated at ~$921 million
• Offer is below Buckley's $15–$20 per share SOTP range

Insights

Corporate M&A Strategist

Board must test the controlling shareholder's bid through a rigorous, independent process to protect minority value.

The Proposal by Priority Technology's Chairman and Investor Group to buy remaining shares at $6.00–$6.15 directly raises fundamental governance and process issues because the Investor Group already controls ~60% of shares and the offer is materially below multiple valuation metrics cited by Buckley Capital.

The primary dependency is an independent Special Committee conducting a transparent market check; absent that, minority holders risk receiving cash consideration that Buckley contends is well below intrinsic value. Key items to watch include whether the Special Committee names independent advisors, launches a formal market solicitation, and whether a majority-of-the-minority vote is required; monitor developments over the next 12–18 months.

Valuation & Financial Analyst

Buckley presents a clear valuation gap: Proposal values PRTH at ~5x–6x 2026 metrics versus asserted fair-value multiples near 15x.

The letter provides concrete figures: estimated 2026 EPS ≈ $1.30, adjusted 2026 EBITDA ≈ $249 million, implied take‑private price multiples of ~5x EPS or ~5.8x EBITDA, and a Buckley SOTP-derived per‑share estimate near $17.24 and a target of ~$19.50 using 15x EPS.

Material risks to any transaction valuation include the stated net debt of ~$921 million and 81.9 million shares outstanding; watch for the Special Committee's chosen valuation benchmarks, any third‑party fairness opinions, and disclosed auction timelines or alternative bids within the next 12–18 months.

• The Proposal by the Chairman, CEO and Controlling Shareholder of Priority Technology Drastically Undervalues PRTH and Appears to be an Opportunistic Attempt to Acquire Priority Technology without Paying Full Value.
• The Proposal Should Be Rejected by the Special Committee of the Board of Directors
• Calls for the Special Committee to publicly commit to an Independent, Robust and Transparent Review of All Strategic Alternatives

MIAMI BEACH, Fla., Nov. 19, 2025 /PRNewswire/ -- Buckley Capital Advisors, which holds approximately 2.2% of the outstanding common shares of Priority Technology Holdings, Inc. (Nasdaq: PRTH) (the "Company" or "Priority"), today sent the following letter to the Board of Directors of the Company regarding the preliminary, non-binding proposal dated November 9, 2025, from Thomas C. Priore, Priority's Chairman and Chief Executive Officer, on behalf of himself and his affiliated entities that collectively own and control approximately 60% of the Company's issued and outstanding shares (the "Investor Group"), to acquire all of Priority's outstanding common shares that are not already owned by the Investor Group in a going-private transaction:

Letter to the Board of Directors of Priority Technology Holdings, Inc.

Buckley Capital Advisors

November 18, 2025

Priority Technology Holdings, Inc.
2001 Westside Parkway
Suite 155 Alpharetta, GA 30004
Attention: Board of Directors

Re: Opposition to the Non-Binding Proposal by CEO Thomas Priore and the Investor Group

Dear Members of the Board of Directors,

Buckley Capital Partners ("BCP"), which currently owns 1,805,819 shares of common stock of Priority Technology Holdings, Inc. (the "Company" or "PRTH"), representing approximately 2.2% of the Company's total issued and outstanding shares of common stock, is writing to express our firm opposition to the preliminary, non-binding take-private proposal (the "Proposal") submitted on November 9, 2025 by Thomas C. Priore, Priority's Chairman and Chief Executive Officer, on behalf of himself and his affiliated entities that collectively own and control approximately 60% of the Company's issued and outstanding shares (the "Investor Group"), to acquire the remaining shares of the Company's common stock that the Investor Group does not currently own, for cash consideration in a range of $6.00 to $6.15 per share. While we share Mr. Priore's frustration regarding PRTH's current trading price, we strongly believe that the proposed offer price reflects an opportunistic attempt by Mr. Priore to acquire control of the Company that drastically undervalues PRTH, fails to reflect the intrinsic value of the Company, and does not compensate minority shareholders fairly for the Company's high quality, predictable business model and strong future growth prospects. We urge the Special Committee (the "Special Committee") of the Company's Board of Directors (the "Board"), whose responsibility is to act independently and for the benefit of all shareholders, to reject the Proposal and to publicly commit to initiating a full and transparent review of strategic alternatives, which would include a potential sale of the Company or continuing to operate the Company on a standalone basis as a publicly-listed company based on a clearly articulated business plan and strategy to deliver long-term value for all shareholders.

Inadequate Valuation and Temporary Market Pressures

We believe that the current decline in PRTH's share price is temporary and attributable to a combination of macroeconomic factors impacting one of the Company's divisions and a broader poor investment sentiment that is temporarily affecting the financial services and payments industry. The proposed purchase price is only about one-half the recent share price of the Company's common stock earlier this year and well below 50% of the Company's intrinsic value. We are confident that this temporary decline in the share price will correct and mean-revert to more appropriate levels within the next 12–18 months; accordingly, the current trading price of the Company's common stock does not serve as a reasonable benchmark for setting an acquisition premium. We therefore believe that Mr. Priore's Proposal is an opportunistic attempt by Mr. Priore to take advantage of a temporary mis-pricing of the Company's common shares. 

The Company is exceptionally well-positioned within the financial services and payments industry, benefiting from high profitability, strong free cash flow returns, and a predictable business model. Over 90% of the Company's business is either recurring or reoccurring, providing this high level of predictability. Highlighting the Company's high-quality business model, PRTH currently has an adjusted EBITDA margin of ~24%.

Furthermore, we estimate that PRTH will report earnings per share of about $1.30 in 2026. Based on the midpoint of the offer price in the Proposal, the Company's common shares are trading at a multiple of less than 5 times (5x) the Company's anticipated 2026 earnings per share. As more fully described below, we believe that the Company's common shares should be trading at a multiple of 15 times the Company's anticipated 2026 earnings per share, which clearly reflects that the proposed price range in the Proposal is inadequate.

Intrinsic Value is Significantly Higher

Multiple valuation analyses suggest the true intrinsic value of PRTH shares is significantly higher than the price range in the Proposal. The Company is highly attractive because ~60% of its EBITDA comes from the high-quality Enterprise segment, which is effectively an 85% EBITDA margin, recurring revenue software business.

A Sum-Of-The-Parts (SOTP) analysis highlights a significant valuation disconnect between PRTH and its peers, indicating a fair value range of $15 to $20 per share and underscores our opposition to the acquisition Proposal by Mr. Priore 

The combined value of each of the Company's three principal divisions reflect a value for the Company that is exponentially higher than the value ascribed to the Company in the Proposal:

• SMB Segment . We believe that Company's highly profitable and rapidly growing SMB segment, which is expected to generate EBITDA of about $110 million in 2025, should be valued at a multiple of ten times (10x) EBITDA, representing an equity value of ~$1.1 billion.
• B2B Segment . The Company's B2B business is also a high-quality asset, and comparable companies such as AvidXchange and Melio validate using a 4.0x LTM revenue multiple to value PRTH's B2B revenues. This multiple implies an enterprise value of $380 million, despite accounting for only 10% of the Company's total revenues.
• Enterprise Segment . We believe that the Company's rapidly growing Enterprise segment, which recorded ~$200 million in LTM revenue and $186 million in estimated 2025 EBITDA will represent close to 60% of the Company's 2025 EBITDA. This segment should be valued in a manner similar to comparable companies, or at a multiple of at least eight-nine times (8-9x) EBITDA, which would represent an equity value of $1.5-$1.7 billion.
• Corporate segment – with an estimated $83 million of costs at 8x EBITDA, this would be $747m

Based on the foregoing and assuming net debt of ~$921 million and 81.9 million common shares outstanding, the sum of the parts adds up to ~$17.24 per share

Furthermore, we expect that the Company will have adjusted earnings per share (EPS) in 2026 of approximately $1.30 per share. Given that PRTH is essentially a 65% recurring revenue high-margin software business and a 35% SMB merchant business, we believe the Company's common shares should trade at a multiple of at least 15x EPS which would—based on our estimated 2026 EPS for the Company—equate to a price of $19.50 per share

The Proposal offers a valuation of approximately 5.8x our estimated 2026 Adjusted EBITDA of $249 million, which we find completely unacceptable given comparable transactions in the financial services and payments industry. An analysis of recent private market M&A transactions in the financial payments industry over the last ~18 months, including the acquisitions of Worldpay, Avid Exchange, and Nuvei, reflect that these acquisition targets were valued at NTM EV/EBITDA multiples of 10.5x, 17.0x, and 15.3x, respectively. This clearly reflects the significant valuation disparity and inadequacy of the Proposal, which at the high end of the Proposal values PRTH at a multiple of only 5.9x of the Company's 2026E EBITDA.

A comparative analysis of public financial payment companies shows that on balance, PRTH is growing somewhat faster, has profitability levels about average, but with the price already reflecting the Proposal, it is valued significantly below the comps on both a price/sales and P/E basis on 2025 estimates.  Please refer to the following table:

Public Financial Payments Company: Growth, Profitability & Valuations Comps
		FY25	FY25		FY25	FY25
Company		Rev. Growth	AEBITDA %		Price/Sales	P/E
BILL Holdings		10.7 %	19.8 %		3.1	23.5
Copay Inc.		13.6 %	52.6 %		5.8	13.5
Dlocal Ltd.		38.6 %	26.6 %		3.7	21.9
EVERTEC		9.3 %	29.2 %		2.7	8.1
Fiserv Inc.		4.0 %	46.3 %		3.2	7.5
Shift4 Payments		27.0 %	23.0 %		2.3	14.0
Global Payments		2.1 %	49.6 %		3.5	6.3
Payoneer Global		8.4 %	25.7 %		1.5	28.2
Paysafe Ltd.		1.2 %	27.1 %		1.7	N/M
PayPal		4.8 %	21.7 %		1.9	12.6
Reypay Ltd.		-1.8 %	41.3 %		2.1	4.3
NCR Voyix		-9.6 %	8.4 %		1.1	13.0
WEX Inc.		0.8 %	41.5 %		1.9	9.1
Block Inc.		1.4 %	14.2 %		1.6	26.9
Average		7.9 %	30.5 %		2.6	13.7
Priority Holdings	PRTH	8.4 %	23.5 %		1.5	7.6
Source: Cap-iq estimates
Note: Closing prices as of 11/12/25

Our view of PRTH's business model and the attractiveness of the Company's assets is shared by brokerage analysts who closely follow the Company's common stock and the financial services and payments industry. All of these sell-side analysts have near-term price targets for the Company's common stock that are significantly above the acquisition price in the Proposal of only $6.00 to $6.15 per share , which further highlights the basis for our opposition to Mr. Priore's Proposal. 

The following lists the 12-month price targets of the major sell-side brokers who closely follow the Company's common stock: 

• Alliance Global Partners: $11 per share
• B Riley: $11 per share (cited "triple digit upside potential" to the share price in their latest report)
• Keefe Bruyette: $9 per share (changed their PT lower only after the acquisition proposal announcement)
• Lake Street: $13 per share

Note: All price targets as of 11/9/25

The various analyses presented above all suggest that the intrinsic value of the Company's common shares are significantly higher than the acquisition price reflected in the Proposal of $6.00 to $6.15 per share. 

Action Recommended to the Board

The Board of Directors, through the Special Committee of independent and disinterested directors, has a fiduciary duty to both act independently and to maximize value for all shareholders. For the reasons discussed herein, we believe that the Proposal is financially inadequate and significantly undervalues the Company's assets and growth trajectory.  Further, we urge the Special Committee to publicly name themselves and the independent advisors (both investment bankers and lawyers) that they are using and to initiate a full and transparent process of reviewing all strategic alternatives (internal and external) to maximize value for all shareholders, not just affiliated shareholders.  If the Special Committee ultimately determines, in the exercise of its fiduciary duty owed to all shareholders, to approve and recommend a sale transaction to the affiliated Investor Group, we would expect that it would only do so after a conducting such an independent, robust and transparent review of strategic alternatives and would adhere to appropriate corporate governance protections for the non-affiliate shareholders, including subjecting the transaction to the approval of a majority of the minority shareholders at special meeting of shareholders. We would not support any transaction based on the terms, including the price range, set forth in the Proposal.

We appreciate the Board's consideration of our perspective and remain ready to engage constructively on this critical matter to ensure the best outcome for all shareholders.

Sincerely,
Zack Buckley
Managing Partner
Buckley Capital Advisors

 

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SOURCE Buckley Capital Advisors

FAQ

What price did Thomas C. Priore offer to buy PRTH shares on Nov 9, 2025?

The preliminary non-binding Proposal offered $6.00–$6.15 per share for minority PRTH shares.

How does the $6.00–$6.15 offer compare to Buckley Capital's valuation for PRTH (PRTH)?

Buckley estimates a SOTP fair value of $15–$20 per share and a sum-of-parts of about $17.24 per share.

What financial metrics did Buckley cite for PRTH's 2026 outlook?

Buckley cited an estimated 2026 EPS of $1.30 and an estimated 2026 adjusted EBITDA of ~$249M.

Why is Buckley urging Priority Technology's Special Committee to reject the Proposal (PRTH)?

Buckley says the offer drastically undervalues the company and calls for an independent, transparent review of strategic alternatives.

What multiple did Buckley say the Proposal implies for PRTH's 2026 EBITDA?

Buckley states the Proposal implies roughly a 5.8x multiple of 2026 adjusted EBITDA, below recent industry transaction multiples.

What corporate actions does Buckley recommend the Special Committee take regarding PRTH (PRTH)?

Buckley recommends publicly naming the Special Committee and independent advisors and initiating a full, robust review of strategic alternatives including a potential sale or standalone plan.