Thomas C. Pritchard
Thomas C. Pritchard
Overview And Experience
Retired Member of the Firm
Location: Houston, Texas
Phone: (713) 659-1744, (713) 209-2950
Fax: (713) 209-2922
Mr. Pritchard Joined the firm in 1991. He represents public and private corporations and individuals engaged in a variety of financial and business transactions, including stock and asset acquisitions, merger transactions, private and public offerings of debt and equity securities, Securities and Exchange Commission regulatory compliance, board and special committee representation, and a wide variety of business advice. Mr. Pritchard structures leveraged acquisitions, represents both issuers and underwriters in public and private offerings of securities and counsels clients in other capital raising transactions including private-equity and institutional-led financings.
• Public offerings.
Mr. Pritchard has represented issuers and underwriters in over 30 initial public offerings or secondary offerings involving capital raises in excess of $200 million. These transactions involved representation in all aspects of the public offering process, including structuring the financing, underlying corporate transactions, negotiation with state and federal regulatory agencies, and stock exchanges.
Mr. Pritchard has represented issuers in over 50 PIPE transactions in excess of $400 million involving the registration of the resale of debt and equity securities under federal securities laws.
• Private Placements.
Mr. Pritchard has represented issuers and underwriters in over 100 private placements of equity and debt securities involving capital raises in excess of $750 million. An example of a private equity transaction is as follows:
$85,000,000 of Private Equity Financing
Mr. Pritchard represented a private oil and gas client in obtaining several tranches of secured debt financing from a Houston-based private equity firm to develop its Kern County, California, oil reserves. I assisted the client in all aspects of documentation and negotiation of the credit facility that was subsequently expanded and amended on many occasions to both increase the borrowing base and liberalize various covenants in order to accommodate the business objectives of both the borrower and lender. The debt was subsequently refinanced in 2014.
• Mergers and Acquisitions.
Mr. Pritchard has represented buyers and sellers in numerous mergers and acquisitions, in both the public company and private company arena. An example of a recent M&A transaction is as follows:
$75,000,000 Chemical Company Acquisition.
Mr. Pritchard represented a New Stock Exchange listed client, Trecora Resources, Inc., in its acquisition of all of the outstanding capital stock of SSI Chusei, Inc., a chemical company located in the Greater Houston metropolitan area. I assisted in all aspects of the due diligence of the target company, SSI Chusei, Inc., assisted the investment banker and management in formulating the financial and business structure of the acquisition, led the negotiation and preparation of the stock purchase agreement and related transactional documents, advised on the structure to comply with the Hart-Scott-Rodino regulations, and were instrumental in bringing this transaction to closure. The timing of the transaction was accelerated due to market and financing conditions and the closing occurred within 60 days from execution of the letter of intent.
• SEC Compliance and State Securities Laws Compliance.
Mr. Pritchard has represented public companies in all aspects of reporting under Sections 12, 13, 14 and 16 of the Securities Exchange Act of 1934. These filings include preparation of Forms 10K, 10Q, 8K and 10, Forms 3, 4 and 5, Forms 13G and 13D and proxy statements. I also maintain an active representation of persons subject to enforcement actions with the SEC.
Mr. Pritchard has assisted companies in perfecting state securities laws exemptions and in registering securities for sale in various jurisdictions.
• Board Representation.
Mr. Pritchard has represented special committees of public company board of directors in connection with conflict of interest transactions, related party transactions, investigations of improper conduct, and other matters requiring independent counsel.
• Reverse Mergers.
Mr. Pritchard has structured and advised issuers in completing reverse mergers in over 75 transactions, which involves conducting the necessary due diligence, structuring concurrent equity and debt financings, and negotiating stock purchase agreements.
Areas of Practice:
- 50% Corporate and Securities Law
- 35% SEC and State Securities Law Compliance
- 10% Mergers and Acquisitions
- 5% SEC Enforcement
- Southern Methodist University School of Law, Dallas, Texas
- Juris Doctor
- Law Review: Staff Member, Southern Methodist University Law Review, 1983 – 1984
- Northwestern University, Evanston, Illinois
- B.A., Bachelor of Arts
- Major: Art History
- Major: Political Science
Bar Admissions: Texas
Honors and Awards
- Rated as “A.V.” for professional excellence and highest ethical standards (continuously since 1992)
Professional Associations and Memberships
- Journal of Air Law and Commerce, Member, 1983 – 1984
- American Bar Association