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United States securities and exchange commission logo
September 10, 2020
Michael Vollkommer
Chief Financial Officer
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re: Priority Technology
Holdings, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed March 30,
2020
File No. 001-37872
Dear Mr. Vollkommer:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Certain Non-GAAP Financial Measures, page 51
1. You state on page 33
that the Total Net Leverage Ratio covenant in your debt agreements
uses Consolidated
Adjusted EBITDA in the denominator. If you believe that your
debt agreements are
material agreements, the covenant is a material term of the debt
agreements and that
information about the covenant is material to an investor's
understanding of your
financial condition and/or liquidity, please revise your disclosure to
reference Consolidated
Adjusted EBITDA as a liquidity measure, rather than a
performance measure,
and move the Consolidated Adjusted EBITDA disclosure to the
liquidity section,
where it can be discussed in the context of the Total Net Leverage Ratio
covenant in your debt
agreements. Please present the actual Total Net Leverage Ratio
covenant computation
(reconciled to GAAP amounts) for the most recent period only.
For each reconciling
item, like pro-forma impacts for acquisitions, contracted revenue and
savings and other
professional and consulting fees, disclose in greater detail their nature
Michael Vollkommer
Priority Technology Holdings, Inc.
September 10, 2020
Page 2
and how they were derived. Also, disclose any other material terms of
the debt
agreements and the amounts or limits required for covenant compliance.
Further, disclose
the actual or reasonably likely effects of compliance or
non-compliance with the covenant
on your financial condition and liquidity, including the resulting
impact on other credit
and/or lease agreements due to cross-default provisions. If some of
this information is
disclosed elsewhere in the filing, you may cross-reference to that
disclosure in lieu of
repeating it. Refer to Question 102.09 of the Non-GAAP Financial
Measures Compliance
and Disclosure Interpretations. Similarly revise your disclosures in
your Forms 10-Q
and 8-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Linda Cvrkel at (202) 551-3813 or Rufus Decker at (202)
551-3769 if
you have any questions.
FirstName LastNameMichael Vollkommer Sincerely,
Comapany NamePriority Technology Holdings, Inc.
Division of
Corporation Finance
September 10, 2020 Page 2 Office of Trade &
Services
FirstName LastName