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 during his practice.  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.

PIPES

Mr. Pritchard has represented issuers in over 50 PIPE transactions in excess of $500 million involving the registration of the resale of debt and equity securities under federal securities laws during his practice.

Private Placements.

Mr. Pritchard has represented issuers and underwriters in over 200 private placements of equity and debt securities involving capital raises in excess of $1 billion during his practice. 

Mergers and Acquisitions.

Mr. Pritchard has represented buyers and sellers in numerous mergers and acquisitions, in both the public company and private company arena.  Common legal matters associated with business transactions include:

• Sale of stock;
• Sale of assets;
• Contract preparation and negotiation;
• SEC compliance and filings;
• Due diligence investigation;
• Confidentiality agreements;
• Letters of intent; and
• Closing transactions.
• 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, including without limitation:

• Annual reports on Form 10-K;
• Quarterly reports on Form 10-Q;
• Periodic reports on Form 8-K;
• Proxy statements and information statements with respect to annual or special meetings of the shareholders;
• Section 16 filings, including Form 3’s, Form 4’s and Form 5’s; and
• Schedule 13D and 13G filings.

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 boards of directors and special committees of public company board of directors in connection with conflict of interest transactions, related party transactions, investigations of improper conduct, audit committee representation and other matters requiring independent counsel.

Reverse Mergers.

Mr. Pritchard has structured and advised issuers in completing reverse mergers in over 75 transactions during his practice, which involves conducting the necessary due diligence, structuring concurrent equity and debt financings, and negotiating stock purchase agreements.

Business Formations.

Mr. Pritchard has structured business ventures and entities including:

• Sole proprietorships;
• Partnerships (limited and general);
• Limited liability corporations (LLCs);
• S-corporations; and
• C-corporations.

Bar Admissions

• Texas, 1984

Education

• Southern Methodist University School of Law, Dallas, Texas Juris Doctor – 1984
  • Law Review: Staff Member, Journal of Air Law and Commerce, 1983 – 1984
• Northwestern University, Evanston, Illinois A., Bachelor of Arts – 1981
  • Majors: Art History and Political Science

Honors and Awards

• Rated as “A.V.” for professional excellence and highest ethical standards (continuously since 1992).