TGC Industries, Inc.
101 E. Park Blvd., Suite 955
Plano, Texas 75074
December 31, 2014
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Attention: H. Roger Schwall
Assistant Director, Division of Corporation Finance
Re: TGC Industries, Inc.
Registration Statement on Form S-4
Filed November 6, 2014, as amended (the Registration Statement)
File No. 333-199922
Dear Mr. Schwall:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the Securities Act), TGC Industries, Inc. (the Company), hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 11:00 AM, Eastern Time, on December 31, 2014, or as soon thereafter as practicable. Pursuant to our telephone conversations with the staff of the Securities and Exchange Commission (the Commission), we understand that the Commission has waived the provisions in Rule 461 that would otherwise require this acceleration request to be submitted not later than the second business day prior to the desired date of effectiveness.
The Company hereby confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect to the proposed public offering of the securities specified in the Registration Statement.
Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: W. Scott Wallace at (214) 651-5587 or Matthew L. Fry at (214) 651-5443.
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Very truly yours, | |
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TGC Industries, Inc. | |
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By: |
/s/ Wayne A. Whitener |
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Name: Wayne A. Whitener |
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Title: President and Chief Executive Officer |
cc: Wayne A. Whitener, TGC Industries, Inc.
W. Scott Wallace, Haynes and Boone, LLP
Matthew L. Fry, Haynes and Boone, LLP
Wei Lu, Staff Accountant
Paul Monsour, Staff Attorney
Laura Nicholson, Senior Counsel