Photo of Phillip D. Torrence

Phillip D. Torrence

Partner
Office Managing Partner, Kalamazoo
Leader, Financial Institutions; and Securities and Corporate Governance Practice Groups

    Education

    University of Utah, J.D.
    • William H. Leary Scholar
    • Moot Court Competition
    Hope College, B.A.
    • Washington Honors Semester
    • Phi Sigma Alpha

    Prior Employment

    • Miller, Canfield, Paddock and Stone, P.L.C., Senior Partner, 2006-2008; Associate, 2001-2005; Chairman, Venture and Technology Group; Deputy Leader, Kalamazoo Office
    • Varnum, Riddering, Schmidt & Howlett, LLP, Associate Attorney, 1999-2001
    • Utah Attorney General’s Office, Law Clerk, 1998-1999, Criminal Appeals Division
    • United States District Court, Judicial Extern to The Honorable Dee Benson, 1998
    • Utah Supreme Court, Judicial Extern to The Honorable Christine M. Durham, 1998

    Bar Admissions

    Professional Affiliations

    American Bar Association

    • Business Law Section, Member
    • Negotiation Acquisitions Committee
    • Venture Capital and Private Equity Committee

    State Bar of Michigan

    Kalamazoo County Bar Association

    • Board of Directors, Member, 1999-2001
    • Young Lawyer’s Division, Chair, 1999-2001
    • Pro Bono Committee
    Overview
    Experience
    Community
    News & Resources
    Honors

    Overview

    Mr. Torrence represents both public and private companies in a wide range of industries, including the medical device and life sciences industries and the financial services sector.

    • Represents commercial banks (and their holding companies), investment banks and insurance companies regarding regulatory and enforcement issues, mergers, acquisitions, capital markets, corporate governance and counseling
    • Advises financial institutions on their transactional and regulatory matters
    • Handles acquisitions of publicly traded companies and in hostile takeover transactions – most recently representing the Special Committee of the Board of Directors of Fremont InsuraCorp in connection with the unsolicited takeover bid received from Biglari Holdings, Inc.
    • Responsible for representing clients in more than 40 bank merger and acquisition transactions and more than 100 venture capital financings totaling in excess of $700 million of investment proceeds
    • Regularly counsels clients in structuring, negotiating and consummating acquisition, sale and change of control transactions, both friendly and unfriendly
    • Represents boards of directors and special board committees in connection with significant corporate transactions, complex related party transactions, disputes with major shareholders, solicited and unsolicited change of control transactions and corporate governance matters generally
    • Advises clients regarding interstate banking and branching and regulatory approvals
    • Provides advice to financial institutions regarding compliance with federal laws and regulations
    • Extensive experience in evaluating, structuring and negotiating complex business transactions, including technology transfers from universities, medical centers and private industry; venture capital financings; strategic research, development and commercialization arrangements between large pharmaceutical companies, biotech companies and major research universities; out-licensing and in-licensing agreements; clinical trials agreements and private placements 
    • Serves on the firm’s Board of Directors, as Managing Partner of the Kalamazoo Office and as Leader of the Financial Institutions and Securities and Corporate Governance Practice Groups

    Experience

    • Assisted public companies in the preparation of their periodic SEC reports, filings and advice in connection with insider transactions (including Section 16 and Section 10(b) and Rule 10b-5), Regulation FD disclosure obligations, option and other equity-based compensation plans, spin-offs, going private transactions, tender offers, proxy contests, corporate restructurings, change in control and other transactional (M&A) events
    • Assisted Audit, Compensation and Nomination Committees in complying with the requirements of the SEC and national securities exchanges
    • Advised boards, their committees and their financial advisors regarding fiduciary duties and other corporate governance issues, including management succession and compensation, board composition and structure, conflict of interest avoidance, and specific NYSE and NASDAQ corporate governance requirements
    Mergers and Acquisitions
    • Handled more than 150 merger and acquisitions transactions for companies in diverse industry sectors, including:
      • Advertising agencies and alternative marketing
      • Aftermarket automotive suppliers
      • Cable operators
      • Digital media
      • Financial institutions
      • Financial services
      • Insurance companies
      • Life science and drug development companies
      • Manufacturing
      • Medical device companies
      • Medical supply
      • Motorsports
      • Network solutions providers
      • Newspapers
      • Social media
      • Software and IT
      • Tier 1 and Tier 2 automotive suppliers
    • Advised numerous venture capital-backed technology companies in connection with their sale transactions
    • Led Honigman's ranking by SNL Financial as the No. 1 law firm in the United States as the legal adviser for banks and thrifts ranked by number of deals in 2010, according to SNL Financial, a leading source for banking data and news
    • Represented board of directors in connection with management buy out and related recapitalization valued at $300 million
    • Represented the owners of an aftermarket auto supplier in their $320 million sale to a private equity firm
    • Represented Chicago Tribune Company in connection with its acquisition of the Sun-Times' suburban newspaper business
    Securities Offerings and Reporting Matters
    • Corporate Compliance, Regulatory Matters and Governance:
      • Public Offerings: Represented public companies and companies seeking to access public markets in initial public offerings (IPOs) and/or direct public offerings (DPOs), confidentiality marketed public offerings (CMPOs), as well as debt or hybrid securities secondary offerings of equity, including the preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of listing applications on NYSE and NASDAQ in the U.S., the ASX in Australia and related transactional aspects of the offerings
      • Private Offerings/PIPES: Represented issuers of securities in private transactions, which include Regulation D, Regulation S and PIPE transactions
      • Transactions: Performed a wide range of complex corporate transactions, including merger and acquisitions, hostile and friendly tender offers, going private transactions, the conversion of mutual insurance companies, the formation of downstream holding companies for insurance companies, financial services securities matters and bank holding company matters
    • Venture Capital Finance: Represented issuers and private equity and venture capital funds in more than 100 financings totaling more than $700 million in the life sciences, healthcare, technology, services and retail industries
    Hostile Takeovers and Proxy Contests    
    • Extensive experience with unsolicited takeover proposals, proxy contests for corporate control and related areas
    • Represented corporations in connection with complex acquisitions, and as an adviser to boards of directors regarding strategic planning, anti-takeover defenses and best practices in corporate governance

    INDUSTRY CONCENTRATION

    Financial Institutions    
    • Represented Wide Open West Finance, LLC in connection with its exchange offer for its $725 million aggregate principal amount of outstanding 10.250% senior notes due 2019 and $295 million aggregate principal amount of outstanding 13.375% senior subordinated notes due 2019
    • Holding Companies and Subsidiaries: Experienced in formation of bank holding companies, de novo banks and thrifts, financial subsidiaries, and operating subsidiaries
    • Bank Regulation and Enforcement: Represented clients before the Federal Reserve, OCC, FDIC, OTS and state bank regulators regarding applications and examinations, regulatory capital, charter conversions, banking powers, regulatory enforcement actions and various compliance issues
    • Private Investments in Banks and Bank Holding Companies: Assisted investors and financial institutions with regulatory issues associated with Federal restrictions associated with bank and bank holding company investments and has assisted family partnerships with applications for “Qualified Family Partnership” status with the Federal Reserve Board
    Medical Device and Life Science Companies
    • Represented growing life science companies and medical device companies throughout the country in securing venture capital from leading domestic and international investors
    • Assisted life science and medical device clients in growing and entering new business lines through corporate partnerships and strategic licensing arrangements

    Community

    Kalamazoo Institute of Arts

    • Board of Directors, 2009-2013
    • Corporate Committee, 2005-2007

    The Kalamazoo Civic Theater

    • Board of Directors, 2007-2010

    Zion Lutheran Church

    • Board of Directors, 2007-2010

    Kalamazoo County Chamber of Commerce

    News & Resources

    News

    Press Releases

    Publications

    Seminars & Events

    Honors

    • Chambers USA: America's Leading Lawyers for Business, 2014
      • Recognized as one of America's leading business lawyers in the Corporate/M&A field; Chambers states:
        • 2014 – The “very talented” Torrence “is active in representing public and private companies in various industries including life sciences and financial services and is praised by sources as ‘an excellent lawyer’ who ‘gets things done.’”
    • M&A Advisor, recognized as a “40 under 40” Legal Advisor, 2014
    • Michigan Lawyers Weekly, recognized as one of 25 "Leaders in the Law," 2012
    • Michigan Super Lawyers, 2009-2014
      • Recognized as a "Top 50" Michigan Business Super Lawyer, 2014
      • Recognized as one of the Top 100 Michigan Super Lawyers, 2013 and 2014