Priority Holdings, LLC Announces Combination with M I Acquisitions, Inc. to Become a Publicly Traded Company

Staff Report From Metro Atlanta CEO

Wednesday, February 28th, 2018

Priority Holdings, LLC, a leading provider of B2C and B2B payment processing solutions, and M I Acquisitions, Inc., a Magna-sponsored special purpose acquisition company, announced that they 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.

Priority Highlights:

  • Founded in 2005, Priority is a leading provider of consumer and commercial payment solutions, processing over $39 billion of electronic payments in 2017

  • Since 2015, Priority has grown net revenue and Adjusted EBITDA at compound annual growth rates of 13% and 16%, respectively

  • Currently, Priority is the 7th largest non-bank merchant acquirer in the United States.

  • Differentiated through purpose built technology, including:

    • MX platform for B2C payments provides merchants a fully customizable suite of business management solutions

    • CPX platform for B2B payments, including CPX Gateway, provides businesses a complete suite of AP automation and electronic payment options to digitize commercial payments

  • Recurring, transaction-based revenue

  • Free cash flow conversion rate of 90%+ in 2017

  • Attractive track record, with multiple avenues for future growth:

    • Organic: inherent growth of B2C and B2B electronic payments growth; new clients; new products and services

    • Accretive acquisitions

  • Led by payment and technology industry veterans

  • Priority's current equityholders are expected to own over 90% of the combined company

  • Anticipated initial enterprise value in excess of $1 billion, implying a 12.5x multiple on forecasted 2018 pro forma Adjusted EBITDA

Thomas C. Priore, Executive Chairman of Priority Holdings, LLC, said "executing the transaction with M I provides a key foundational element to execute on our growth strategy.  Since inception, we have diligently focused on building a scalable, highly differentiated technology platform that delivers a value-added suite of payment and business solutions to our consumer and commercial payment clients. By establishing a public currency, coupled with our strong institutional debt presence and agile, cloud operating systems, we believe we are uniquely positioned as a consolidating platform company targeting payments and payment enabled software opportunities. That is why we are committing all of our equity to this strategy and are highly motivated to drive returns for our incoming investors."

Josh Sason, Chairman and CEO of M I Acquisitions commented "We met with over one hundred and fifty companies during our search process, and remained patient to do a deal with a company that we were confident would create substantial value for stockholders over the long run. We are pleased to be teaming with Tom and his team at Priority. The Company has demonstrated strong growth since its founding. While many of the leading companies in the space have been backed by private equity, Priority is controlled by management and has remained highly efficient as it has grown. We are extremely impressed with its ability to service 174,000 merchants, while onboarding 4,000 new merchants a month in 2017. Furthermore, the opportunity in the B2B space is large, and we believe Priority is extremely well positioned."