Priority Announces Secondary Offering of Common Stock

Rhea-AI Summary

Priority Technology Holdings (NASDAQ: PRTH) has announced a secondary offering of 9,157,600 shares of common stock to be sold by certain selling stockholders. The underwriters will have a 30-day option to purchase an additional 1,373,639 shares from the selling stockholders.

The offering is being managed by joint lead book-running managers Keefe, Bruyette & Woods and TD Cowen, with B. Riley Securities as book-running manager and A.G.P./Alliance Global Partners and Lake Street as co-managers.

Priority will not sell any shares or receive any proceeds from this offering, as all proceeds will go to the selling stockholders. The offering is being made through an effective shelf registration statement on Form S-3 and is subject to market conditions.

Positive

• None.

Negative

• Company will not receive any proceeds from the offering
• Large secondary offering of 9,157,600 shares with potential additional 1,373,639 shares
• Significant share sale by existing stockholders could pressure stock price

Insights

Investment Banking Analyst

This secondary offering of 9.16 million shares with an additional 1.37 million share option represents a significant liquidity event for existing shareholders. With Priority's current market cap of $751.7 million, this offering could represent approximately 12.2% of the company's outstanding shares, potentially creating downward pressure on the stock price due to increased supply.

The involvement of multiple tier-1 investment banks as underwriters, including Keefe, Bruyette & Woods and TD Cowen as lead book-runners, suggests strong institutional interest and distribution capabilities. However, existing shareholders should note that the company won't receive any proceeds from this offering, as all funds will go to the selling stockholders. This structure indicates that major shareholders are looking to reduce their positions, which could be interpreted as a bearish signal by the market.

The timing of this offering, coupled with Priority's recent focus on payments and banking solutions, suggests that existing shareholders might be capitalizing on the company's current valuation to exit their positions. The dilutive effect and insider selling pattern warrant careful consideration from current investors.

Market Structure Specialist

The mechanics of this secondary offering present several technical considerations for market participants. The 30-day option granted to underwriters creates a temporary overhang that could affect short-term trading dynamics. Historical patterns in similar secondary offerings suggest potential price stabilization activities by the underwriting syndicate during the immediate post-offering period.

The shelf registration format (Form S-3) indicates Priority meets the SEC's eligibility requirements for streamlined securities offerings, reflecting its market cap and reporting compliance. The broad underwriting syndicate structure, with five firms participating, suggests a well-coordinated distribution strategy aimed at diverse institutional investor bases.

Trading volumes and price action should be monitored closely, particularly during the price discovery phase of the offering. The size of the offering relative to Priority's typical trading volume could lead to increased volatility and temporary price dislocations as the market absorbs the additional supply.

ALPHARETTA, Ga.--(BUSINESS WIRE)-- Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the “Company”), the payments and banking solution that streamlines collecting, storing, lending and sending money to unlock revenue opportunities, announced today that it has commenced an underwritten secondary offering for 9,157,600 shares of Priority’s common stock to be sold by certain selling stockholders. In conjunction with the offering, certain selling stockholders intend to grant to the underwriters a 30-day option to purchase 1,373,639 additional shares of Priority’s common stock from the selling stockholders at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The selling stockholders will receive all of the net proceeds from the proposed offering. The Company will not sell any shares of its common stock in the proposed offering and will not receive any proceeds from the sale of shares of the Company’s common stock in the offering.

Keefe, Bruyette & Woods, A Stifel Company and TD Cowen are acting as joint lead book-running managers for the offering. B. Riley Securities is acting as a book-running manager for the offering and A.G.P./Alliance Global Partners and Lake Street are acting as co-managers.

The offering is being made pursuant to an effective shelf registration statement (including a prospectus) on Form S-3 (File No. 333-283519) previously filed with the Securities and Exchange Commission (“SEC”). The offering may be made only by means of a prospectus supplement and accompanying prospectus. Before investing, interested parties should read the prospectus supplement, accompanying prospectus and other documents filed by the Company with the SEC for information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the prospectus supplement and accompanying prospectus may be obtained from any of the following underwriters at: Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, 4th Floor, New York, NY 10019, Attention: Equity Capital Markets, by telephone at (800) 966-1559, or by email at USCapitalMarkets@kbw.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com; B. Riley Securities, Inc., 1300 17th Street North, Suite 1300, Arlington, VA 22209, by telephone at (703) 312-9580, or by email at Prospectuses@brileyfin.com; A.G.P./Alliance Global Partners, LLC, 590 Madison Avenue, 28th Floor New York, NY 10022, Attention: Investment Banking, by telephone at (212) 624-2060, or by email at prospectus@allianceg.com; or Lake Street Capital Markets, LLC, 920 Second Avenue South, Suite 700, Minneapolis, MN 55402, by telephone at (612) 326-1305, or by email at prospectus@lakestreetcm.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of, or any solicitation of an offer to buy, Priority’s common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Priority

Priority is the payments and banking fintech that enables businesses to collect, store, lend, and send funds through a unified commerce engine. Priority’s platform combines payables, merchant services, and banking and treasury solutions so leaders can streamline financial operations efficiently — and Priority’s innovative industry experts help businesses navigate and build momentum on the path to growth. With the Priority Commerce Engine, leaders can accelerate cash flow, optimize working capital, reduce unnecessary costs, and unlock new revenue opportunities.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the completion, timing and terms of the offering and other statements identified by words such as “may,” “will,” “should,” “anticipates,” “believes,” “expects,” “plans,” “future,” “intends,” “could,” “estimate,” “predict,” “projects,” “targeting,” “potential” or “contingent,” “guidance,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of Priority’s management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements.

All information set forth herein speaks only as of the date hereof in the case of information about Priority or the date of such information in the case of information from persons other than Priority, and Priority disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250115255335/en/

Investor Relations:

Chris Kettmann

Chris.Kettmann@dgagroup.com



Media:

Alison Jones

alison.jones@prth.com

Source: Priority

FAQ

How many shares are being offered in Priority Technology's (PRTH) secondary offering?

The secondary offering includes 9,157,600 shares of Priority's common stock, with an additional 30-day option for underwriters to purchase 1,373,639 shares.

Will Priority Technology Holdings (PRTH) receive any proceeds from the secondary offering?

No, Priority Technology Holdings will not receive any proceeds from the offering. All net proceeds will go to the selling stockholders.

Who are the lead book-running managers for PRTH's secondary offering?

Keefe, Bruyette & Woods and TD Cowen are acting as joint lead book-running managers for the offering.

What is the purpose of PRTH's secondary offering in 2024?

The secondary offering allows existing stockholders to sell their shares. The company itself is not selling any shares in this offering.

How can investors participate in Priority Technology's (PRTH) secondary offering?

Investors can access the offering through the prospectus supplement and accompanying prospectus available on the SEC website or through the designated underwriters.