Priority Tech Holdings Files 8-K on Agreements & Obligations

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

Priority Technology Holdings, Inc. 8-K Filing Summary
FieldDetail
CompanyPriority Technology Holdings, Inc. (PRTHU)
Form Type8-K
Filed DateNov 21, 2024
Risk Levelmedium
Pages3
Reading Time4 min
Key Dollar Amounts$0.001, $115,000,000, $113.3 m
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation, 8-k

Related Tickers: PRTH

TL;DR

PRTH filed an 8-K today covering new deals and debt obligations.

AI Summary

On November 21, 2024, Priority Technology Holdings, Inc. filed an 8-K report detailing the entry into a material definitive agreement and the termination of a material definitive agreement. The filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant.

Why It Matters

This filing signals significant changes in Priority Technology Holdings' contractual and financial commitments, which could impact its operational structure and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risks related to their terms and execution.

Key Players & Entities

  • Priority Technology Holdings, Inc. (company) — Registrant
  • November 21, 2024 (date) — Date of Report
  • Delaware (jurisdiction) — State of Incorporation
  • 001-37872 (identifier) — Commission File Number

FAQ

What specific material definitive agreements were entered into by Priority Technology Holdings, Inc. on or before November 21, 2024?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.

Which material definitive agreements were terminated by Priority Technology Holdings, Inc. as reported in this 8-K?

The filing states the termination of a material definitive agreement, but the specific agreement is not identified in the provided text.

What is the nature of the direct financial obligation or off-balance sheet arrangement created for Priority Technology Holdings, Inc.?

The filing mentions the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics are not detailed in the provided text.

What is the Commission File Number for Priority Technology Holdings, Inc.?

The Commission File Number for Priority Technology Holdings, Inc. is 001-37872.

In which state was Priority Technology Holdings, Inc. incorporated?

Priority Technology Holdings, Inc. was incorporated in Delaware.

Filing Stats: 929 words · 4 min read · ~3 pages · Grade level 10.3 · Accepted 2024-11-21 09:24:34

Key Financial Figures

  • $0.001 — ange on which registered Common stock, $0.001 par value PRTH Nasdaq Global Market I
  • $115,000,000 — ers in an aggregate principal amount of $115,000,000. The 2024-1 Incremental Term Loans will
  • $113.3 m — a total purchase price of approximately $113.3 million, and to pay the fees and expenses

Filing Documents

01. Entry into a Material Definitive Agreement

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

01. Other Events

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.

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 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

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