Zack Buckley on $PRTH's take private

In November 2025 Priority Technology's (PRTH, disclosure: long) chairman and CEO offered to take the company private at $6.00 to $6.15 a share, two days after a bad print knocked the stock from seven to five. Zack Buckley wrote a public letter opposing it. His sum of the parts gets to roughly $17 a share, a simpler multiple analysis gets to $19, and the June sale of a comparable payments business at 8.3x EBITDA implies $12 against a stock trading around $5.50. Ten months later the special committee still has not said a word.

Zack walks through why the consolidated company is misread: over 90% of revenue is recurring or reoccurring, and 60% of it sits in Treasury Solutions, an 80%-plus EBITDA margin business built on the Finxera acquisition and CFTPay that has tripled EBITDA in four years. I push back on the payments-pocalypse, on the leverage, and on a Q2 that came in at the high end of the revenue guide and the low end of the EBITDA guide. Then we get to the part I actually care about: the 13D that says the chairman will not sell to a third party, the January 2025 secondary priced at $7.75 that the company said undervalued it, the $3 million of special committee legal costs added back in one quarter, and three straight earnings calls where nobody on the company side would say the word "process." I own the stock, so weigh all of it accordingly.

Buckley Capital's public statement on the proposal: https://www.prnewswire.com/news-releases/buckley-capital-advisors-issues-statement-regarding-controlling-shareholders-take-private-proposal-for-priority-technology-holdings-inc-302620153.html

This episode is sponsored by Trata: https://www.trata.com. Two buy-siders hop on a completely anonymized call and discuss a stock they both actually own, or sometimes one is long and the other is skeptical. If you like this podcast, you will like Trata.

Chapters:

(0:00) Introduction and disclaimer

(1:22) Sponsor: Trata

(2:26) Welcome, and why I own this one

(3:19) What Priority Technology is and why Zack thinks it is mispriced

(4:50) The three segments, and why Treasury is the whole story

(7:39) Finxera, CFTPay, and the enterprise distribution model

(9:29) The payments-pocalypse: is this a melting ice cube?

(12:01) The Q2 print, the guide, and the accounting complexity

(14:14) Leverage and the balance sheet

(15:21) November 2025: the chairman bids $6.00 to $6.15

(17:31) A bad print, an illiquid stock, and a bid two days later

(19:23) Ten months in: what takes a process this long?

(21:37) The 13D that rules out a third party

(23:06) The January 2025 secondary at $7.75

(25:47) What dragged-out processes usually mean

(28:03) Would a strategic pay up?

(29:59) Three earnings calls and not one word on the process

(32:00) How the earnings decks changed after the bid

(35:31) Tuck-in M&A, cash building, and the standalone case

(36:58) What a fair number actually looks like

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