Sep 10, 2026 · 40 min
Investor challenges Priority’s take-private price
Zack Buckley on $PRTH's take private
The proposed $6.00–$6.15 offer puts Priority’s strategic value, special committee process, and standalone prospects under scrutiny.
- 1Treasury Solutions drives much of Priority’s value through high margins, recurring revenue, and continued growth.
- 2Zack Buckley argues recent payments transactions support a substantially higher valuation than the CEO’s proposed take-private price.
- 3The prolonged, opaque strategic review leaves shareholders weighing a potential sale against Priority’s standalone cash-flow case.
Don't miss
Buckley argues that an 8-to-9-times EBITDA transaction could imply a substantially higher Priority share price than the proposed offer.
The brief
Zack Buckley of Buckley Capital Management lays out his opposition to Priority Technology’s proposed $6.00–$6.15 take-private transaction, using public information to frame the valuation dispute.
The case turns on Treasury Solutions, including the FinCERA acquisition: Buckley argues its high margins, recurring revenue, growth, and barriers to entry make Priority worth more than the offer implies.
Payments-sector selloffs have pressured valuations, but the speakers compare Priority with recent transactions and argue that comparable multiples still leave substantial upside.
The special committee’s retention of Barclays and Paul Weiss, limited disclosure, and months-long process become central risks as shareholders wait for strategic alternatives or a negotiated premium.
The standout tension is between a possible strategic sale at a higher multiple and the standalone investment case, where Priority continues operating while trading at a low free-cash-flow valuation.
What was said on this episode
21 statements · 20 positive · 1 negative
Over 90% of Priority’s business is recurring or reoccurring, making revenue highly predictable.
“Over 90% of the company's business is either recurring or reoccurring, providing a very high level of predictability.”
Listen at 4:21
Priority’s treasury segment has over 80% EBITDA margins and tripled EBITDA over four years.
“60% of its business comes from the high-quality treasury segment, which is effectively an 80%+ EBITDA margin recurring revenue software business that has tripled EBITDA in the last 4 years.”
Listen at 4:29
Priority trades at four-to-five times free cash flow while free cash flow per share grows above 10%.
“Priority today is trading between 4 and 5 times free cash flow for a business that's consistently growing free cash flow per share at 10% plus.”
Listen at 4:44
Treasury Solutions represents most of Priority’s current value.
“treasury is really the majority of the value today.”
Listen at 5:45
Applying Payoneer’s valuation implies Priority is worth about $12 per share.
“if you just use that valuation, which I think undervalues Priority, you would still get $12 a share, and Priority trades around $5.50 today.”
Listen at 9:33
AI will not displace Priority’s Treasury Solutions business.
“Treasury Solutions isn't going anywhere, like AI is not displacing that.”
Listen at 12:11
Priority’s valuation implies business failure despite substantial cash generation.
“it's priced for a business that's going out of business, when in reality, it's actually generating a ton of cash.”
Listen at 14:26
Priority’s business is performing well despite its environment and valuation.
“I think the business is doing quite well, especially given sort of the overall environment and valuation today.”
Listen at 14:39
Priority currently has its lowest leverage in years and is safer than previously.
“This is actually the lowest leverage that it's had since, like, in years. And so if anything, I would say it's safer today than it was in the past.”
Listen at 15:35
Zack estimates Priority’s intrinsic value at roughly $17–$19 per share.
“sum of the parts around $17 a share, like a more simplistic multiple analysis gets me to around $19 a share”
Listen at 17:27
The special committee process is likely to realize fair value for Priority.
“I think fair value is likely to be realized.”
Listen at 19:50
Priority deserves a valuation premium over Payoneer.
“Priority deserves a premium to Payoneer.”
Listen at 21:43
The take-private offer provides roughly 10% downside protection from the current price.
“in the very worst-case scenario, theoretically, you're looking at $6 to $6.15 a share, which is roughly 10% upside from here.”
Listen at 25:41
Priority’s fair value is more than double its current price.
“fair value is certainly well north of 100% from here.”
Listen at 25:52
The lengthy process does not imply that Priority’s transaction will fail.
“I can't say with absolute certainty that a transaction will occur here, but certainly I don't think the amount of time that's transpired means that a transaction won't occur.”
Listen at 28:26
Priority’s Treasury Solutions business is exceptionally attractive.
“that Treasury Solutions business is a gem. Like, that is an incredible business.”
Listen at 28:49
Priority’s transaction valuation should have an eight-to-nine-times EBITDA floor.
“I think 8 to 9 times is probably the floor of where a transaction should occur for this.”
Listen at 30:18
An eight-to-nine-times EBITDA transaction implies Priority shares at $12 or more.
“8 to 9 times is a $12 stock or higher.”
Listen at 30:28
Priority uniquely combines recurring revenue, barriers, growth, and sub-five-times free cash flow valuation.
“I just don't think there's any business out there I can point to where you have high recurring revenue, high barriers to entry, strong growth, and it's trading at less than 5 times free cash flow”
Listen at 36:58
Priority’s undervaluation will be realized through a transaction or continued public ownership.
“I think that will get realized one way or the other, whether it's through a private transaction or whether it's the stock staying public.”
Listen at 37:22
Priority offers limited long-term downside and significant upside.
“I think very limited downside over a long period of time and a really significant upside.”
Listen at 38:59
Statements are attributed to the speaker as said on the episode and reflect their view at the time, not PodLume's. They are not advice.
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