Priority Technology Holdings' chairman and chief executive offered $6.00 to $6.15 a share for the company he does not already own, two days after its stock fell from about $7 to $5.
Most take-private fights turn on whether a premium is generous. Zack Buckley's objection is that the premium was measured against a price that had just collapsed, and that the segment carrying most of Priority's value — an 84% EBITDA-margin recurring-revenue business — is being valued as if it were an ordinary card processor.
"Over 90% of the company's business is either recurring or reoccurring providing a very high level of predictability."
Buckley's fund is a Priority shareholder and publicly opposed the proposal in a letter to the board, which makes his valuation work the document the special committee's advisers have had to answer.
I listened to the full interview so you can skip it. 39 minutes of audio, 22 minutes of reading.
Here are the 12 arguments that matter.
👤 Guest: Zack Buckley of Buckley Capital, a Priority Technology Holdings shareholder that publicly opposed the chairman's take-private proposal in a letter to the board
🎙️ Host: Andrew Walker, Portfolio Manager at Rangeley Capital and author of the Yet Another Value Blog, who disclosed that he owns the stock
📰 Published: 10 September 2026, on YouTube (Yet Another Value Podcast)
🔴 YouTube | ⏱️ 39 min | ✅ Time saved: 17 min
Key Takeaways
Priority trades at four to five times free cash flow while growing free cash flow per share at more than 10% a year
Buckley: it is "priced for a business that's going out of business when in reality it's actually generating a ton of cash"
The Treasury segment is 60% of the business, earns about an 84% EBITDA margin, and has tripled EBITDA in four years
It generated $215 million of revenue and around $180 million of adjusted EBITDA
The chairman's $6.00 to $6.15 bid was a premium to the day before and a discount to five days before
The stock had fallen from about $7 to $5 on one earnings print, and he owns 56% of the company
Buckley's own valuations are about $17 a share on a sum of the parts and about $19 on a simpler multiple
June's sale of Payoneer at roughly 8.3 times EBITDA implies about $12 a share for Priority, against a price near $5.50
He argues Priority deserves a premium to that, because it converts far more of its EBITDA into free cash flow
He says artificial intelligence cannot displace the Treasury business, because it is integrated financial infrastructure
"So AI is not going to set up bank accounts for customers"
The special committee has run for nine to ten months with Barclays and Paul Weiss advising, and the company has never once discussed it on an earnings call
About $3 million of special-committee legal cost was added back in one quarter, which Walker reads as evidence of live negotiation
The chairman filed a 13D saying he has no interest in selling to a third party, five days after the committee hired its bankers
The company sold stock in a January 2025 secondary at $7.75 while telling buyers the price undervalued it
Buckley frames the downside as the standing bid, roughly 10% above the current price, against fair value more than 100% higher
1. Three Businesses, Not One
Buckley opened with a disclosure and then with the structural claim the rest of the interview rests on.
He led with his own position, unprompted. Buckley said his firm is a Priority shareholder and publicly opposed the chairman and chief executive Tom Priore's preliminary take-private proposal last November, so he has a strong view; everything he discussed is "based on publicly available information," and the valuations are his own estimates and opinions
The predictability claim comes first because everything else depends on it. "Over 90% of the company's business is either recurring or reoccurring providing a very high level of predictability"
The segment mix is the actual argument. "60% of its business comes from the high-quality Treasury segment which is effectively an 80% plus EBITDA margin recurring revenue software business that has tripled EBITDA in the last four years"
Against that, the price. "Now despite all that Priority today is trading between four and five times free cash flow for a business that's consistently growing free cash flow per share at 10% plus"
He rejects the single-company framing entirely. "Priority is not just one payments business. It consists of three businesses with very different economics" — merchant solutions, payables, and Treasury solutions
Treasury is the key to the mispricing, in his telling. Priority does own a card-processing business comparable to Shift4 or Global Payments, but Buckley said Treasury is the majority of the value today. He described the company as less a payments business than a conglomerate of several
Walker interrupted only to promise a link to Buckley's November letter in the show notes, then handed the segment walk-through back to him
2. Treasury's 84% Margins
The segment Buckley thinks the market is ignoring is a ledger-and-accounts business sold to enterprises, not to consumers.
The numbers he gave for it. "So Treasury basically generated $215 million of revenue and around $180 million of adjusted EBITDA, or roughly an 84% EBITDA margin." He called those database or very-high-margin software economics
Its biggest component is CFTPay, which arrived by acquisition. Priority bought Finxera in 2021, and CFTPay is the platform that came with it
The customer is a debt settlement company, and the product is the plumbing underneath it. "So, if you imagine you're a debt settlement company with hundreds of thousands of customers, a consumer might deposit $500 or $700 every month into a dedicated account while the debt settlement company is negotiating with creditors." Somebody has to open and maintain those accounts, keep the ledger, accept the deposits, handle transfers, wires and checks, reconcile all of it, and eventually pay the creditors. CFTPay is that infrastructure
The distribution model is what makes the unit economics work. Priority does not acquire the end consumers. It integrates with enterprise partners who bring tens or hundreds of thousands of underlying accounts onto the platform: "So Priority can establish one enterprise relationship and then monetize a very large number of end customers"
The revenue arrives in three layers. An enrollment fee when an account is opened, a recurring monthly subscription or servicing fee while the account stays active, and transaction fees when money moves out by check or wire
He said the growth measures behind it are strong on a multi-year view. Average billed clients has grown very dramatically and money transmission revenue has compounded in the 20s
3. Finxera At 93.5% Gross
Buckley used the acquisition history to argue that the company's own record disproves the comparison the market is making.
Finxera was already a high-margin business when Priority bought it. "So acquired in 2021, when they acquired it, it was a subscale business, but it still had a 93.5% gross margin and a 68% EBITDA margin"
Four years of growth pushed the margin higher still. Having more than tripled the business, Buckley said it has grown to over an 80% adjusted EBITDA margin — a record he called incredible on both growth and margin
His complaint is about the comparison set. Priority has been compared to Shift4, Global Payments and other payments businesses, but Buckley said that is a minority of what it does while the majority truly is CFTPay, which deserves "a much higher multiple than the payment segment"
He was explicit about which parts matter. Merchant solutions is card processing for merchants, with economics that look like the conventional acquiring industry. The payables business he declined to discuss at all — too small to be meaningful, and not worth harping on
4. Payoneer Says $12 A Share
The June 2026 sale of Payoneer is the single piece of evidence Buckley returns to most often, and he uses it in two directions.
The comp and the arithmetic. Buckley described Payoneer as a very reasonable comparable that sold in June of this year at about 8.3 times EBITDA, and said applying that multiple to Priority produces $12 a share against a stock around $5.50 at the time
He presented that as the conservative case, not the target. "So, you still get over 100% upside from here, but again, I think it's worth more than that"
It also answers the sector's own derating, because it happened after it. "So that incorporates the payments apocalypse incorporates the SaaS apocalypse and it still was 8.3 times EBITDA and that would be about a $12 stock for Priority"
He argued Priority should trade above the Payoneer multiple, on cash conversion. Payoneer, he said, deserves a haircut because it carries much higher stock-based compensation, capital expenditure and capitalized software, with only a very small difference in organic growth. "So the EBITDA to free cash flow conversion that Priority has is significantly better than Payoneer," and "I think it deserves a significant premium given significantly better conversion"
The software half of the business is worth more than 8.3 times on his reading. "The SAS businesses that are growing at the level that Treasury solutions is growing still command double-digit EBITDA multiples," and he named Toast and PAR as roughly similar businesses in the payments space still trading on double-digit multiples
His rough split, offered as a simplification for listeners: about 60% of the business is software-like recurring revenue and about 40% is payments
5. Is AI A Threat Here?
Walker put the bear case on the whole sector to him: that payments and software businesses have been slaughtered over the past year to eighteen months, and asked what stops this from being a terminal decline.
The host framed the comparison through Shift4. Walker said it is the name that comes to mind because so many value investors own it — cheap, huge share buybacks, controversial — and noted in passing that the company has "the guy who's over at NASA now." He acknowledged the businesses are not completely comparable
Buckley's first answer was the transaction, not the theory. The Payoneer deal happened in June, after both derating narratives, and still cleared 8.3 times EBITDA
His second was that the Treasury business is not the kind of thing software eats. "Treasury Solutions isn't going anywhere. Like AI is not displacing that." His reason: it is integrated financial infrastructure. "So AI is not going to set up bank accounts for customers"
Walker pushed back with two products launched that week, and conceded most of the argument anyway. He said his feed had been full of a new chatbot called Instinct, and that Meta had launched Muse that morning — and that what Instinct does is take a social security number and open bank accounts. He put himself at 99% agreement with Buckley and 1% worried about how fast the space is moving
6. Guide Up, Margins Down
Walker's next question was about the company's own reporting, and specifically a split in its second-quarter guidance.
The guidance moved in two directions at once. On the second-quarter call, Walker said, the company indicated it would come in at the high end of its revenue guidance and the low end of its EBITDA guidance
The company's explanation was mix and accounting. Businesses growing faster than the overall company carry lower margins, and in some cases Priority is the payment of record rather than the merchant, which books revenue at a much lower gross margin. Walker noted the company also blames the accounting and other factors
Buckley's answer was to look past the consolidated line. "I think the business is performing completely fine." Treasury is growing nicely year over year, which is the segment he is most focused on
His framing of the valuation came with the sharpest line in the interview. At four to five times free cash flow for a business still growing free cash flow per share at more than 10%, the stock is, in his words, "priced for a business that's going out of business when in reality it's actually generating a ton of cash"
On the balance sheet, Walker raised the leverage objection directly: a free cash flow multiple looks good, but there is a lot of debt in front of it
Buckley said the leverage is in line with peers and falling. Across the payments space — Fiserv, Shift4, Global Payments — he said the leverage levels are broadly similar, and that highly recurring, highly predictable businesses are comfortable carrying a certain debt load. Buckley said it is actually the lowest leverage the company has had in years, and that the debt is coming down every quarter
7. The $6 Bid On A 50% Drop
This is the event Walker said he came for, and both men treated the sequence of dates as the substance of the argument.
The bid, and the ownership behind it. In November the chairman and chief executive — who Walker said owns about 56% of the company, with board insiders holding another 2% or 3%, so roughly 60% sits with the board and insiders — offered to take the company private at $6.00 to $6.15 a share, a large premium to the prior day's close
Walker said another shareholder called it unacceptable. He attributed that to Steamboat, with the hedge that he was going from memory
Buckley's first correction was about which day you measure from. "So, just to be clear, he made a premium to the stock price like the day before, but it wasn't a premium to the stock price 5 days prior to that"
The drop that created the premium. "So, the stock was down over 50%." Walker put the earnings-day move at nine to five; Buckley corrected him to "Sevenish to five," and Walker agreed
The timeline is the whole point. Earnings came on about 5 November; the stock cratered; and within two days, with the stock at five, the chairman filed a 13D offering $6.00 to $6.15
Walker's reading, with the alternative explanation stated first. He said a 24-hour view makes it a big premium and any longer view makes it a discount. He does not think the company kitchen-sinked the quarter — he thought the earnings were fine — but said it looks like "a very opportunistic bid on an illiquid stock that was down on almost basically one print"
Buckley allowed the charitable motive without accepting the price. His suspicion, offered as speculation, is that the chairman was frustrated by the share price performance — something Buckley said he shared — and made an offer above where the stock then sat. "But I don't think that is a fair offer"
8. His Numbers: $17 And $19
Buckley put two of his own valuations on the record, and both are around three times the bid.
The two figures. "I wrote publicly in my letter some of the parts around 17 a share. Like a more simplistic multiple analysis gets me to around 19 a share, and I was using a very conservative multiple for Treasury Solutions in that some of the parts analysis"
Why the percentage premium is the wrong test. Because the offer was pitched against a price Buckley called significantly dislocated, he said the percentage above the day-before price is nowhere near reflective of intrinsic value
He said both public and private comparables back him. Buckley pointed to recent private-market comps including Payoneer as validating the opinion rather than resting on his own model
What his letter actually asked for. Buckley said the firm asked the special committee for "an independent and robust review of strategic alternatives," and to focus on the intrinsic value of the businesses rather than simply a premium to the stock price
9. 10 Months And Counting
Walker's question on process length — nine to ten months from bid to nothing — produced the most speculative part of the conversation, and both men flagged it as speculation.
The dates Walker laid out. The offer was made in November 2025, the special committee hired its advisers in December 2025, Buckley published his letter in November, and the conversation was happening in September — nine to ten months later
Who the committee hired. "Since then the special committee retained Barclays as a financial adviser, which I think very strong financial adviser and Paul Weiss as independent legal." Buckley called those important protections: "So I think the special committee is taking this very seriously and I think those are important protections and I think fair value is likely to be realized"
Buckley's three explanations for the delay, in his order of preference. "I'll say my hope is that they're looking for and running a process for third parties to buy it because ultimately I think that would lead to the highest intrinsic value." Second, a negotiation between the committee and the chairman over raising his bid. Third, things happening behind the scenes that outsiders cannot see
His favored explanation is the Payoneer comp itself. Buckley suggested, as pure speculation, that a transaction that recent may have pushed prices up and given the committee a fresh reference point. "And I think that gives significant negotiating leverage for the special committee basically to negotiate"
Walker said he had not considered that, and thought it was the best point of the exchange. He had not connected a June deal, six months after the bid, to a reset in the negotiating dynamics
Walker's own evidence that the process is live is the legal bill. The company adds back the special committee's legal costs in adjusted EBITDA, and in the second quarter the add-back was about $3 million on a year-over-year basis. For three months of work with no announced outcome and no success fee paid, he said, "I would suggest that the negotiations are kind of hot and heavy if they're running that big bill"
Walker also said long processes usually mean real negotiation, not paralysis. In the ones he has followed, dragging out has generally meant serious back-and-forth between the parties — though he noted cases where shareholders would have done better if the parties had moved sooner, and pointed to another recent take-private that ran long and came out at a big premium
Buckley's summary was that this is long but not abnormal. He said it is on the long side of a typical process but by no means unusual, that some such processes end in transactions and some do not, and that he cannot say with certainty one will happen here — but that the elapsed time is not evidence it will not
10. The No-Third-Party 13D
The filing Walker most objects to came a month after the bid, and days after the committee retained its bankers.
The sequence. The chairman lobbed in his first bid around 10 November and filed an updated 13D about a month later — Walker put it at 17 December — roughly five days after the special committee hired its financial advisers
What it said. That the special committee had asked, and that he has no interest in selling to a third party
Walker's objection is to the effect, not the legality. "Now, this is not uncommon and take private offers, but I absolutely hate it because it has a real chilling effect"
Buckley's reading of the wording leaves a door open. He said he would be careful about speculating, but that the way the language was worded makes it possible for a third party to buy out the minority shareholders while the chairman keeps his own stake and rolls it into a private vehicle: "I certainly think there's a possibility of minority shareholders being made whole, with a fair valuation and the chairman still getting to maintain his ownership stake to the extent that he wants to"
11. The $7.75 Secondary
Walker raised a January 2025 share sale that shareholders have turned into a data point, and the language the company used around it.
The transaction. A secondary offering in January 2025 in which selling stockholders, not the company, sold stock at a price Walker put at $7.75
The chairman sold only a little, which Buckley read as a signal. Buckley's first response was that the company was selling stock in early 2025 at roughly double the proposed take-private price, and that by declining to sell shares into it the chairman was implicitly saying the stock was worth more than the offering price
The company said so explicitly, on Walker's account. He said the selling stockholders, the chairman included, had the opportunity to sell more and answered: "No, this price is ridiculous. It undervalues us like crazy." They would not sell more than they had to because they thought the company was worth much more
The contrast is the point. "I mean they did a secondary at 775 and now they're trying to take the company private for 610 or six or whatever it is and they were communicating that they thought it massively undervalued the company"
Buckley's conclusion was unqualified on value and qualified on outcome. "I don't think there's any doubt that this stock is dramatically undervalued. I think it's just what will happen in the strategic process"
12. 10% Down, 100% Up
Buckley's closing case is a distribution rather than a price target, and the floor is the bid he opposed.
The worst case is the standing offer. Buckley said the theoretical floor is $6.00 to $6.15 a share, roughly 10% above where the stock traded at the time
The likely case, in his framing, is fair value. He said fair value is certainly well north of 100% above the current price, while conceding he cannot say what a transaction actually lands at
The timeframe he attached to it. Buckley said an investor buying then was looking at roughly a 10% return over three months on the low side and 100% or more over the next few months on the high side. "So, I think it's just a very attractive risk given that dynamic"
He also gave a floor for the multiple, not just the price. Historic payments transactions ran at 13 to 15 times forward EBITDA before the derating and are now at eight to nine times. "So, I think 8 to 9 times is probably the floor of where a transaction should occur for this. And I could easily see it happening much higher. And again, eight to nine times is a $12 stock or higher"
He thinks it is worth owning even if no deal happens. If it stayed public, Buckley said, the stock is extremely dislocated and probably doubles in a relatively short period as it reaches intrinsic value and more investors work through the segmentation
On whether a strategic buyer would want it, he was unequivocal. Asked whether Priority would be an attractive target for a strategic acquirer, Buckley said absolutely — for a private equity firm or a strategic — and called the Treasury Solutions business "a gem"
His final argument was scarcity. "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 five times free cash flow" — and he meant true free cash flow, not an adjusted number carrying a lot of stock-based compensation
Bonus Insights
Walker's hypothetical for how the chairman's veto could break. If the committee runs a full process and finds a strategic buyer at 12 while the chairman is at nine, the committee cannot sell without his blessing — but it can tell him to raise, and its directors have to ask themselves why they would approve a take-private at nine when a strategic should pay the highest price at 12. Walker said the history of payments is that there are always strategic bidders willing to buy a business, strip out its overhead and capture large synergies
The company has never once discussed the strategic process on an earnings call, which Walker finds genuinely strange. Most companies in this position at least say they cannot comment, or that it sits with a special committee. "The company hasn't even acknowledged the strategic process." He counted "There's been three earnings calls, Q4, Q1, Q2, and they haven't even mentioned the strategic process in any of the calls except to say, hey, there was increased add-backs from the strategic process"
He described the last question on the most recent call. An analyst said all investors care about is the special committee and that management had not talked about it in nine months, and asked for an update. Walker said they did not cut him off, but did not respond either, and ended the call after that
Buckley defended the silence, and gave the legal reason. "I think it's the appropriate thing to do." Saying nothing and saying you cannot comment amount to the same thing, and "I think there is absolutely a robust process happening behind the scenes." He added that he appreciates that the company is still holding conference calls at all, since some companies stop during a strategic review for exactly this reason
Walker agreed, from experience, that every word gets parsed. He recalled a company that had ended every call saying it looked forward to the next quarter, omitted the line while in a strategic review, and had friends convinced it was a wink that a deal was coming. No deal came
The slide deck has quietly thinned since the bid, and Walker flagged it without claiming it means anything. Comparing the last pre-bid quarter with the ones since, he said a recent business wins slide has disappeared, so has a slide about shifting to higher-value segments and better margins, and so has the financial guidance slide — the company still guides, but the key performance indicators have been pulled down. He said he did not know whether there was any fire or smoke there and thought it worth noting
Buckley declined to speculate on that and answered with the governance point instead. He said he feels confident there are independent directors on the special committee advised by very good financial advisers who have worked on other payments transactions and know the industry's valuations, and that the comps are numerous — not one or two, but many recent ones and many over the past ten years, all pointing to large premiums to the current price
Business as usual has continued through the process, including a small acquisition. Walker noted a recent tuck-in deal, said the business is growing and generating a lot of cash, and that roughly $50 million generated so far this year is building on the balance sheet. If no deal is reached, he said, it can pay down debt or buy back stock — they have done very small repurchases before — which he treated as optionality on the back end
Walker's arithmetic on why a buyer would want it at a higher price. At $10 the company is a $600 million to $700 million market capitalization; taking it private saves perhaps $4 million to $5 million a year in public company costs; and since the chairman already owns 60%, he could write a $200 million to $300 million check to own the whole business. Four million a year against a $200 million check, Walker said, is a solid return before anything else happens
Buckley's reading list for anyone starting from scratch was a list of deals. He urged listeners to study the segments, spend real time on Treasury Solutions, and work through the recent transactions: "Worldpay, AvidXchange, Nuvei, Payoneer, there's a ton of different examples"
Walker closed by thanking him for writing to the board, and explained why it matters. He said shareholders underestimate how much it helps a special committee to be told by an owner that a price is too cheap — it gives the committee something to stand on and point to
Buckley's bottom line is that the argument is not really about the premium: Priority is three businesses, the one that produces most of the value earns software margins and has tripled its EBITDA in four years, and both his own sum-of-the-parts work and a private transaction completed in June put the stock at two to three times the chairman's bid — which is why he thinks the outcome is either a much higher price or a stock that gets there on its own.
Products, Companies & Tools Mentioned
Priority Technology Holdings (The subject of the episode, trading under PRTH; three segments — merchant solutions, payables and Treasury solutions — with the chairman and chief executive Tom Priore bidding to take it private)
Finxera and CFTPay (The 2021 acquisition and the platform it brought, which Buckley calls the most important business in the company; it opens and services dedicated consumer accounts for debt settlement firms)
Payoneer (Sold in June 2026 at about 8.3 times EBITDA, the comp Buckley says implies $12 a share for Priority and that reset the special committee's negotiating leverage)
Shift4, Global Payments and Fiserv (The payments comparables Priority gets valued against; Buckley says they match only the minority of the business, and that all carry broadly similar leverage)
Toast and PAR (Named as businesses growing like Treasury Solutions that still command double-digit EBITDA multiples)
Worldpay, AvidXchange and Nuvei (The other recent payments transactions Buckley told listeners to work through as comps)
Barclays and Paul, Weiss (The special committee's financial adviser and independent legal counsel, which Buckley cites as evidence the review is being taken seriously)
Buckley Capital (Buckley's firm, a Priority shareholder and the author of the public letter opposing the proposal)
Instinct and Meta's Muse (The two products Walker raised against Buckley's claim that artificial intelligence cannot touch this business; he said Instinct takes a social security number and opens bank accounts)
Books & Resources Mentioned
Buckley Capital's statement on the take-private proposal (The public letter to Priority's board that Buckley refers to throughout and that Walker promised to link in the show notes; it carries the sum-of-the-parts work behind his $17 figure)
Yet Another Value Blog (Walker's own publication, where the podcast and its show notes and disclaimers live)
If this was worth your time, send it to someone who follows the name.
Get the latest market chatter as it happens: