Contact Information: Email: pgroth@varnumlaw.com Direct: 616/336-6429 Fax: 616/336-7000 Cell: 616/450-6443 Assistant: Kim DeBoer Assistant's Email: ksdeboer@varnumlaw.com Assistant's Telephone: 616/336-6700 Education University of Michigan Law School Ann Arbor, Michigan J.D., magna cum laude, 1999 Order of the Coif Calvin College Grand Rapids, Michigan B.A., Political Science, 1996 Legal Employment Varnum LLP Grand Rapids, Michigan, 1999 Partner Admitted to Practice: United States District Court for the Western District of Michigan All Michigan state courts Practice Areas Business representation, planning and counseling. Heavy focus on mergers and acquisitions, private equity, venture capital and joint venture transactions. Counseling with respect to day-to-day business issues of all types, including commercial transactions, corporate structuring and succession planning. Extensive representation of cooperative corporations, including with respect to merger and acquisition transactions, organizational documents, advising boards of directors, shareholder and member rights and responsibilities (including with respect to patronage) and antitrust exemptions that are unique to cooperatives (including the Capper-Volstead Act). Real estate transactions and tax planning, including extensive work in connection with 1031 exchange transactions. Professional Affiliations State Bar of Michigan, Business Law Section, Taxation Section Grand Rapids Bar Association Mid America Cooperative Council, Inc.
Community Service The Economic Club of Grand Rapids, 2009 present Association for Corporate Growth, 2007 present Volunteers in Service, Board of Directors, 2009 2010 Seymour Christian Reformed Church, Deacon 2004 2007 Grand Rapids Jaycees, Board of Directors, 2001 2002 Honors Representative Matters Named by Super Lawyers as a Michigan Rising Star in Mergers & Acquisitions since 2011 Merger and Acquisition Transactions Representing and advising clients (buy-side and sell-side) in negotiating, structuring and documenting hundreds of merger and acquisition transactions. These deals have been of all types and sizes across the country and internationally and have involved billions of dollars. A few representative transactions are as follows: Sale of a family-owned consumer products business to a private equity fund ($500 million). Roll-up of three automotive companies by a private equity fund and sale of the combined entity to another private equity fund ($415 million). Sale of an automotive supplier to an international company ($385 million). Sale of certain assets of a family-owned food processing company to an international conglomerate ($300 million). Sale of the stock of a manufacturer to an international private equity fund and also involving an equity rollover by management and complex international tax planning ($235 million). Acquisition of the equity of a design company by a publicly-traded company involving complex tax structuring and foreign operations ($165 million). Sale of a private equity owned medical device company to a publicly traded company ($140 million). Acquisition of the equity of a manufacturing company by a publicly traded company involving complex structuring, including the use of contingent value rights (CVR) consideration ($100 million). Acquisition by a publicly traded international company of several chemical companies with facilities in multiple states ($100 million). Management buy-out of a food processing company from a private equity owner. Sale by a large Tier I automotive company of five facilities in multiple states and Mexico. Purchase by a Chinese publicly-traded company of a manufacturing business in two states (client's first U.S. acquisition). Sale by an international publicly traded company of a technology business to another international publicly traded company, involving facilities and operations in three continents. Investment by a U.S. based venture capital fund in a U.K. based company, with complex tax and international structuring. Complex recapitalization of portfolio companies by a private equity fund. Sale and acquisition transactions involving a number of car dealerships (over 15 transactions, involving BMW, Chevrolet, Chrysler, General Motors, Honda, Nissan and Ford). 2
Merger of a regional agricultural cooperative with an international Fortune 100 cooperative. Acquisition of a manufacturing company by an Indian based private equity fund. Acquisition by credit bid of assets of an automotive company in Chapter 11 bankruptcy and numerous other acquisitions of distressed companies. Sale of a chain of family-owned grocery stores to a publicly traded company. Sale of a chain of 33 gas station and convenience stores to a private equity fund. Several acquisitions and joint venture transactions involving alternative energy and alternative fuel companies. Sale by a publicly traded company of a consumer products business unit in Colorado and a business unit in Alaska. Several acquisitions of agricultural businesses. Sale of stock of a sugar processing company by an international publicly traded company. Sale of a chain of hair salons and cosmetology schools. Sale and acquisition transactions (both stock and asset deals) involving a number of life sciences and medical device companies, health care businesses and nursing homes. Sale of a media company and television station. Acquisition transactions involving several consulting businesses. Several sale transactions involving hotels. Private Equity Transactions Handling all aspects of numerous private equity transactions. This includes structuring, negotiating and implementing (i) the M&A and financing components of these transactions, (ii) the post-transaction governance, and (iii) the ultimate exit from investments. Representation of eight private equity funds in connection with their investment in (multiple rounds) and exit from a medical device company. Representation of a private equity fund in connection with a complex recapitalization of several portfolio companies, including the management and LP communication and relationships. Representation of a private equity fund in a roll-up of three automotive suppliers and a subsequent sale of the combined organization to a different private equity fund. Representation of an automotive supplier emerging from bankruptcy through an investment by a number of private equity funds, and a subsequent preferred stock rights offering and refinancing (both senior and mezzanine debt). Venture Capital Transactions Representing and advising clients in negotiating, structuring and documenting numerous venture capital transactions, including the following: Representation of multiple venture capital firms in connection with their investment in a life sciences company. Representation of a U.S. based venture capital firm in a U.K. based company with complex tax and international structuring. Representation of several venture capital firms in multiple rounds of investment in a number of technology companies. 3
Numerous other venture capital transactions. Joint Venture Transactions Negotiating and structuring the formation and unwinding of joint venture transactions, including: Numerous joint ventures involving automotive suppliers and other manufacturing companies. Foreign joint ventures, including multiple joint ventures in China, and joint ventures in Brazil, India, Mexico, Korea and Slovakia. Complicated transactions unwinding sophisticated joint ventures (both friendly and involving disputes). Representation of Cooperatives Representation of a number of cooperative corporations over an extended period of time, including: Significant merger and acquisition transactions involving cooperatives. General representation of boards of directors and corporate governance issues. Contract matters of all types. Antitrust exemptions unique to cooperatives (including the Capper- Volstead Act). Shareholder and member rights and responsibilities (including with respect to patronage). 1031 Exchange Transactions Extensive involvement with 1031 exchange transactions, including the following: General representation of 1031 qualified intermediaries, including regular general advice regarding 1031 exchange transactions and drafting complete packages of documents for 1031 exchange transactions. Representation of taxpayers in connection with numerous complicated 1031 exchange transactions, including reverse exchange transactions, construction exchange transactions and tenancy in common transactions. Publications and Presentations Selling your Business 'Someday'? Five Things to Consider Now, Grand Rapids Business Journal, January 22, 2013. Examining the Importance of Independent Directors, Grand Rapids Business Journal, July 12, 2010. Presenter, Legal Issues for Agricultural Cooperatives, Michigan Executive Cooperative Conference, January 27, 2014. Panelist, M & A Roundtable, Birmingham, MI, October 2, 2013. Panelist, Real Estate and Family Owned Businesses, West Michigan Family Business Alliance, August 7, 2013. 4
Panelist, M & A Roundtable, Grand Rapids, MI, May 16, 2013. Panelist, Transitions in Family Owned Businesses, West Michigan Family Business Alliance, May 14, 2013. Presenter, Legal Issues for Agricultural Cooperatives, Michigan Executive Cooperative Conference, January 29-30, 2013. Panelist, M & A Roundtable, Birmingham, MI, November 29, 2012. 5