Priority Technology Holdings Enters/Terminates Agreements

Ticker: PRTHU · Form: 8-K · Filed: May 21, 2024 · CIK: 1653558

Priority Technology Holdings, Inc. 8-K Filing Summary
FieldDetail
CompanyPriority Technology Holdings, Inc. (PRTHU)
Form Type8-K
Filed DateMay 21, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$0.001, $905.0 m, $835.0 million, $70.0 million, $170.0 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation, agreement-termination

Related Tickers: PRTH

TL;DR

PRTH just signed and broke some major deals, creating new financial obligations. Big moves happening.

AI Summary

On May 16, 2024, Priority Technology Holdings, Inc. entered into a material definitive agreement and also terminated a material definitive agreement. The company also created a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the nature of these agreements and obligations were not provided in this filing.

Why It Matters

This filing indicates significant changes in Priority Technology Holdings' contractual relationships and financial obligations, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing indicates both the entry into and termination of material agreements, along with the creation of new financial obligations, suggesting potential volatility and uncertainty.

Key Players & Entities

  • Priority Technology Holdings, Inc. (company) — Registrant
  • May 16, 2024 (date) — Date of earliest event reported

FAQ

What was the nature of the material definitive agreement entered into by Priority Technology Holdings, Inc. on May 16, 2024?

The filing does not specify the details of the material definitive agreement entered into.

What was the reason for the termination of the material definitive agreement by Priority Technology Holdings, Inc. on May 16, 2024?

The filing does not provide the reason for the termination of the material definitive agreement.

What type of direct financial obligation or off-balance sheet arrangement was created by Priority Technology Holdings, Inc.?

The filing does not disclose the specific details of the financial obligation or arrangement created.

Are there any specific dollar amounts associated with the new agreements or obligations mentioned in the filing?

The filing does not mention any specific dollar amounts related to the agreements or obligations.

Does this 8-K filing provide any information about the impact of these agreements on Priority Technology Holdings, Inc.'s financial statements?

The filing indicates that financial statements and exhibits are included, but does not detail their specific content regarding the impact of these agreements.

Filing Stats: 1,454 words · 6 min read · ~5 pages · Grade level 12.4 · Accepted 2024-05-21 08:01:23

Key Financial Figures

  • $0.001 — ange on which registered Common stock, $0.001 par value PRTH Nasdaq Global Market I
  • $905.0 m — ies in an aggregate principal amount of $905.0 million, which are comprised of (i) a sen
  • $835.0 million — ity in an aggregate principal amount of $835.0 million (the " 2024 Term Loan Facility ") and (
  • $70.0 million — acility in an aggregate amount equal to $70.0 million (the " 2024 Revolving Credit Facility "
  • $170.0 million — r preferred stock in an amount equal to $170.0 million (collectively, the " Closing Date Refin

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On May 16, 2024, Priority Holdings, LLC (the " Initial Borrower "), a direct wholly-owned subsidiary of Priority Technology Holdings, Inc. (the " Company "), as a borrower, and certain direct and indirect subsidiaries of the Initial Borrower (together with the Initial Borrower, the " Credit Parties "), as guarantors, entered into a Credit and Guaranty Agreement (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 other Credit Parties party thereto, the Lenders party thereto from time to time and Truist Bank, as administrative agent and collateral agent (the " Agent "). The Credit Agreement provides for senior secured credit facilities in an aggregate principal amount of $905.0 million, which are comprised of (i) a senior secured term loan facility in an aggregate principal amount of $835.0 million (the " 2024 Term Loan Facility ") and (ii) a senior secured revolving credit facility in an aggregate amount equal to $70.0 million (the " 2024 Revolving Credit Facility " and, together with the 2024 Term Loan Facility, the " 2024 Credit Facilities "), which are secured by substantially all of the assets of the Credit Parties and by the equity interests of the Initial Borrower. The proceeds of the term loans made on the Closing Date were used, in part, to (i) refinance and repay in full all of the outstanding obligations under that certain Credit and Guaranty Agreement dated as of April 27, 2021 (as amended, the " Existing Credit Agreement "), among the Initial Borrower, the other credit parties from time to time party thereto, the lenders from time to time party thereto, and Truist Bank, as administrative agent and collateral agent, and (ii) redeem a portion of the Company's senior preferred stock in an amount equal to $170.0 million (collectively, the " Closing Date Refinancing ") and to pay certain fees and e

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement The Initial Borrower, the other credit parties from time to time party thereto, the lenders from time to time party thereto, and Truist Bank, as administrative agent and collateral agent, previously entered into the Existing Credit Agreement. On May 16, 2024, the proceeds of the Initial Term Loans under the Credit Agreement were used, in part, to finance the Closing Date Refinancing, pursuant to which all of the outstanding obligations under the Existing Credit Agreement were refinanced and repaid in full (or in the case of outstanding undrawn letters of credit, deemed issued under the Credit Agreement) and the Existing Credit Agreement was terminated. 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 is incorporated by reference into this Item 2.03.

01. Financial Statements and Exhibits

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 Credit and Guaranty Agreement, dated as of May 16, 2024, by and among Priority Holdings, LLC, as the Initial Borrower, the Credit Parties party thereto, the Lenders party thereto and Truist Bank, as Administrative Agent and Collateral Agent. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally copies of any of the omitted schedules or similar attachment 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. 5/16/2024 PRIORITY TECHNOLOGY HOLDINGS, INC. By: /s/ Timothy O'Leary Name: Timothy O'Leary Title: Chief Financial Officer

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