Phillip D. Torrence

• Mr. Torrence is a Partner in Honigman’s Corporate Department. He 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 and acquisitions, capital markets and 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.
• Handled more than 40 bank merger and acquisition transactions and over 100 venture capital financings totaling in excess of $400,000,000 of investment proceeds.
• Mr. Torrence serves as: 
  • Managing Partner of the firm’s Kalamazoo Office 
  • Chair of the firm’s Financial Institutions Group 
  • Member of the firm's Board of Directors

REPRESENTATIVE EXPERIENCE

Mergers and Acquisitions
   

• Mr. Torrence has handled more than 100 merger and acquisitions transactions for companies in diverse industry sectors, including: 

• Advises venture capital-backed technology companies in connection with their sale transactions.
• Honigman was ranked 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.

• Corporate Compliance, Regulatory Matters and Governance:
  • Assists 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. 
  • Assists Audit, Compensation and Nomination Committees in complying with the requirements of the SEC and national securities exchanges.
  • Advises 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. 
• Public Offerings: Represents 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: Represents issuers of securities in private transactions which include Regulation D, Regulation S and PIPE transactions. 
• Transactions: Performs 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. Mr. Torrence also regularly counsels clients in structuring, negotiating and consummating acquisition, sale and change of control transactions, both friendly and unfriendly. 
• Venture Capital Finance: Represented issuers and private equity and venture capital funds in more than 100 financings totaling over $400 million in the life sciences, healthcare, technology, services and retail industries.

• Extensive experience with unsolicited takeover proposals, proxy contests for corporate control and related areas. 
• Represents 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. He also 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.

• Financial Institution Mergers and Acquisitions: Extensive transactional experience in mergers, stock purchase agreements, asset purchase and assumption agreements, branch sales and acquisitions, reorganizations, joint ventures and strategic alliances. 
• Holding Companies and Subsidiaries: Experience in formation of bank holding companies, de novo banks and thrifts, financial subsidiaries, and operating subsidiaries. Advises clients regarding interstate banking and branching and regulatory approvals. 
• Bank Regulation and Enforcement: Represents 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. Provides advice to financial institutions regarding compliance with federal laws and regulations. 
• Private Investments in Banks and Bank Holding Companies: Assists 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.

• 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. 
• Represents growing life science companies and medical device companies throughout the country in securing venture capital from leading domestic and international investors.
• Assists life science and medical device clients in growing and entering new business lines through corporate partnerships and strategic licensing arrangements.