Priority Holdings’ Combination with M I Acquisitions Inc.


Cowen and Company acted as exclusive strategic and financial advisor to Priority Holdings, LLC; Chardan acted as exclusive advisor to M I; Schulte Roth & Zabel LLP acted as legal counsel to Priority; Loeb & Loeb LLP acted as legal counsel to M I.

Priority Holdings, LLC and M I Acquisitions, Inc. (NASDAQ: MACQU, MACQ, MACQW; “M I”), a Magna-sponsored special purpose acquisition company, have entered into a definitive purchase agreement, whereby Priority will combine with M I and be renamed Priority Technology Holdings, Inc. The combined company will apply to continue the listing of its common stock on the Nasdaq Stock Market under the ticker symbol “PRTH.” Post transaction, Priority’s management team will continue to lead the company and Priority’s current equityholders will own over 90% of the combined entity.

M I will combine with Priority at an enterprise value in excess of $1 billion, based on forecasted 2018 pro forma Adjusted EBITDA, with an equity value of approximately $690 million. Existing Priority equityholders will roll 100% of their equity into the combined company, resulting in expected pro forma ownership of over 90%. The transaction is expected to close in June 2018, pending M I stockholder approval, the receipt of proceeds from the proposed financing activities and other customary closing conditions.

With headquarters in Alpharetta, GA, Priority is one of the fastest growing payments companies in the U.S. The Company was founded in 2005, with a mission to build a merchant inspired payments platform that would advance the goals of its SMB and enterprise business partners. Processing over $39 billion of payment volume in 2017, Priority is currently the 7th largest non-bank merchant acquirer in the United States.

Schulte advised Priority Holdings LLC with Michael Gilligan (Picture), investment management partner John Mahon and M&A and securities associate Audra Dowless. The team also includes M&A and securities special counsel Xavier Kowalski and associate William Tevlin; tax partner Dan Kusnetz and associate Philip Cooke; investment management associates Karen Spiegel and Yehuda Ness; and employment & employee benefits partner Ian Levin.

Involved fees earner: Michael Gilligan – Schulte Roth & Zabel; Audra Dowless – Schulte Roth & Zabel; John Mahon – Schulte Roth & Zabel; Xavier Kowalski – Schulte Roth & Zabel; Dan Kusnetz – Schulte Roth & Zabel; Philip Cooke – Schulte Roth & Zabel; Karen Spiegel – Schulte Roth & Zabel; Yehuda Ness – Schulte Roth & Zabel; Ian Levin – Schulte Roth & Zabel;

Law Firms: Schulte Roth & Zabel;

Clients: Priority Holdings LLC;

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Author: Ambrogio Visconti