Corporate Business Attorney Thomas C. Pritchard (Of Counsel)
Texas business lawyer handling cases involving financial transactions
Thomas C. Pritchard is co-founder of Brewer, Pritchard & Buckley, P.C. and heads up the corporate/securities and mergers and acquisitions practice group. Among our attorneys, he is well respected for his expertise in advising clients regarding capital-raising transactions, stock and asset purchases, mergers and acquisitions, private and public securities offerings, Securities and Exchange Commission regulatory compliance and related legal transactions.
Mr. Pritchard has a breadth of experience in advising clients on a broad spectrum of transactional matters relating to both emerging growth companies, well established public companies, venture capital investors, private equity clients and many other aspects of business law.
His securities work includes the representation of private equity clients, public and private offerings of equity and debt securities, PIPE transactions, and SEC compliance matters for public companies. As a recognized and sought out legal expert in securities, Mr. Pritchard has lectured extensively at public offering seminars.
Mr. Pritchard also advises companies on a wide range of corporate matters and day-to-day operations. His rate of success is measured by the fact that his business is primarily client referred, and over a span of 20 years, Mr. Pritchard has successfully closed in excess of $400 million in financing for his clients.
Overview And Experience
Mr. Pritchard is of counsel to the Firm
Location: Houston, Texas
Phone: (713) 659-1744, (713) 209-2950
Fax: (713) 209-2922
Mr. Pritchard joined Brewer, Pritchard & Buckley, P.C. 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.
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.
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. He 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 the outstanding capital stock of SSI Chusei, Inc., a chemical company located in the Greater Houston metropolitan area. He 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 was 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. He also maintains 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.
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.
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
- 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
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
Not certified by the Texas Board of Legal Specialization.