0001653558 false November 21, 2024 0001653558 false 2024000 Priority Technology Holdings, Inc 0001653558 2024-11-21 2024-11-21 0001653558 2024-08-08 2024-08-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
November 21, 2024
Date of Report (Date of earliest event reported)
Priority Technology Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware |  | 001-37872 |  | 47-4257046
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

2001 Westside Parkway |  |
Suite 155 |  |
Alpharetta, | Georgia |  | 30004
(Address of Principal Executive Offices) |  | (Zip Code)

Registrant's telephone number, including area code: (800) 935-5961
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common stock, $0.001 par value |  | PRTH |  | Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of (1933 §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement
On November 21, 2024, Priority Holdings, LLC, as a borrower (the “Initial Borrower”), a direct wholly-owned subsidiary of Priority Technology Holdings, Inc. (the “Company”), the other Credit Parties (as defined in Amendment No. 1 (as defined below)) party thereto, the 2024-1 Incremental Term Lenders (as defined in Amendment No. 1) and Truist Bank, as administrative agent and collateral agent (the “Agent”), entered into Amendment No. 1 to the Credit and Guaranty Agreement (“Amendment No. 1”), which amended the Credit and Guaranty Agreement, dated as of May 16, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein have the meaning given to them in the Credit Agreement), among the Initial Borrower, the Credit Parties party thereto from time to time, the Lenders party thereto from time to time, and the Agent. Amendment No. 1 amended the Credit Agreement to, among other things, provide for the 2024-1 Incremental Term Loans (as defined in Amendment No. 1) under the Credit Agreement from the 2024-1 Incremental Term Lenders in an aggregate principal amount of $115,000,000. The 2024-1 Incremental Term Loans will be part of the same class of Initial Term Loans under the Credit Agreement, and subject to the same terms and secured and guarantied on the same basis, as the Initial Term Loans made pursuant to the Credit Agreement.
The proceeds of the 2024-1 Incremental Term Loans were used, in part, to redeem 100% of the Company’s outstanding senior preferred stock on November 21, 2024 for a total purchase price of approximately $113.3 million, and to pay the fees and expenses incurred in connection with such redemption and the entry into Amendment No. 1.
The foregoing description of Amendment No. 1 does not purport to be complete, and is qualified in its entirety by reference to the complete text of Amendment No. 1, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 in connection with the Credit Agreement and Amendment No. 1 is incorporated by reference into this Item 2.03.
Item 8.01. Other Events
On November 21, 2024, the Company issued a press release in connection with the entry into Amendment No. 1 of Credit and Guaranty agreement and redemption of the redeemable senior preferred stock, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.

Exhibit Number |  | Description
10.1 |  | Amendment No. 1 to the Credit and Guaranty Agreement, dated as of November 21, 2024, by and among Priority Holdings, LLC, as the Initial Borrower, the Credit Parties party thereto, the 2024-1 Incremental Term Lenders and Truist Bank, as Administrative Agent and Collateral Agent. †
99.1 |  | Press release issued by Priority Technology Holdings, Inc. on November 21, 2024.
104 |  | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

† Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementary copies of any of the omitted schedules to the Securities and Exchange Commission upon its request.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| PRIORITY TECHNOLOGY HOLDINGS, INC.
| Name: Timothy O'Leary
Date: November 21, 2024 | Title: Chief Financial Officer