Justin A. Santarosa

Partner

  • Justin A. Santarosa
  • Phone: +1 213 689 7466

    Read Justin A. Santarosa's blog Import to Address Book

  • Duane Morris LLP
    865 South Figueroa Street, Suite 3100
    Los Angeles, CA 90017-5450
    USA

Justin Santarosa practices in the area of corporate law with an emphasis on mergers and acquisitions and securities law. Mr. Santarosa advises public and private companies throughout their life cycle on a variety of corporate matters and capital market transactions, including mergers and acquisitions, joint ventures, regulatory compliance, IPOs, follow-on equity offerings as well as general corporate matters. Mr. Santarosa advises clients in a variety of industry sectors, including cannabis, consumer products, energy, financial services, life sciences, and transportation.

Mr. Santarosa is a graduate of the University of the Pacific, McGeorge School of Law, and a graduate of Colorado State University, Fort Collins.

Areas of Practice

  • Capital Markets
  • Private Equity
  • Mergers and Acquisitions
  • Banking

Representative Matters

    Mergers & Acquisitions

  • Represented a national clean energy developer in the acquisitions of over 100 MW of community solar projects in New York, Pennsylvania, California, and Maine.

  • Represented Illicit Gardens in its $34 million acquisition of a deeply troubled cannabis operator, Harmony Foundation of New Jersey, out of receivership and in its conversion to for-profit status, while also securing regulatory approvals that were conditions to closing. Harmony is one of New Jersey's original medical cannabis licensees with a highly valuable permit allowing ownership of three dispensaries; Illicit's acquisition followed a two-year, multiparty receivership action in the Bergen County Chancery Division imposed due to executive misconduct.

  • Represented BGP in its acquisition of Craft 1861, including negotiation of BCA, working with Canadian counsel and diligence and review of cannabis license and CBD matters in connection with acquisition.

  • Represented The Partner Companies, LLC in its acquisition of UPG Company, LLC and its subsidiaries in China, Barbados and the United Kingdom.

  • Represented Forian in the sale of Forian’s cannabis software subsidiary, Bio-Tech Medical Software, Inc., to Alleaves, Inc., a provider of ERP software solutions to the cannabis industry for a total purchase price of $30 million in cash.

  • Represented Armstrong World Industries (NYSE: AWI), a leader in ceiling and wall solutions, in its acquisition of GC Products, a leading manufacturer of custom architectural interior products made of glass fiber reinforced gypsum and cement, to fund further expansion in California and the West.

  • Represented SunPower Corporation (Nasdaq: SPWR), a leading solar technology and energy services provider, in a $165 million acquisition of Blue Raven Solar, one of the fastest growing U.S. residential solar providers, and 35 percent of Albatross Software, LLC, the owner of internally developed scheduling and tracking software used by Blue Raven.

  • Represented Hill International, Inc. (NYSE: HIL), a leading provider of construction project management services, in its sale to Global Infrastructure Solutions Inc., in a transaction with an enterprise value of $350 million.

  • Represented a private energy company in the sale of its renewable energy biomass plant located in California.

  • Represented DuPont (NYSE:DD) in the sale of its Solamet business, which manufactures solar cell paste to deliver higher solar energy efficiency, to a private equity-sponsored business in China.

  • Represented StateHouse Holdings Inc. (OTCMKTS: STHZF) (formerly Harborside Inc.) a vertically integrated cannabis enterprise, in its $43.8 million acquisition of 100% of the issued and outstanding equity of Sublimation Inc., a cannabis manufacturing company located in Oakland, California. 

  • Represented StateHouse Holdings Inc. (OTCMKTS: STHZF) (formerly Harborside Inc.), a California-focused, vertically integrated cannabis enterprise, in its acquisition of LPF JV Corporation, a leading manufacturer, cultivator and distributor of award-winning cannabis brands in California.

  • Represented StateHouse Holdings Inc. (OTCMKTS: STHZF) (formerly Harborside Inc.), a California-focused, vertically integrated cannabis enterprise, in its acquisition of UL Holdings Inc., a top California cannabis retailer with a dominant position in Southern California.

  • Represented Forian Inc. (Nasdaq: FORA), a provider of software and technology-enabled services for the healthcare and cannabis industries, in its business combination with Medical Outcomes Research Analytics, LLC and Helix Technologies, Inc.

  • Represented Southern California Bancorp, the holding company for Bank of Southern California, N.A. (BCAL), in completing its acquisition of Bank of Santa Clarita, which merged with and into BCAL; the banks’ combined assets total approximately $2.2 billion.

  • Represented First Choice Bancorp (Nasdaq: FCBP), the holding company of First Choice Bank, in its sale to Enterprise Financial Services Corp (Nasdaq: EFSC), the holding company of Enterprise Bank & Trust, in an all-stock merger valued at nearly $400 million.

  • Represented Pennsylvania Machine Works LLC, a leading manufacturer in the forged pressure fitting industry, in connection with the multimillion-dollar sale of all of its outstanding equity to Wynnchurch Capital Partners.

  • Represented Houlihan Lokey, Inc. (NYSE:HLI) in its acquisition of Freeman & Co. LLC, an independent advisory firm in the financial services industry.

  • Represented FLRish, Inc. dba Harborside, a California cannabis company, in its reverse takeover transaction with Canada-based Lineage Grow Company.

  • Represented SunPower (NASDAQ: SPWR), a solar energy company, in its $75 million strategic divestiture of its microinverter assets (including more than 140 patents) and SunPower’s long-term supply agreement with Enphase Energy (NASDAQ: ENPH).

  • Represented Cannex Capital Holdings, Inc., a large-scale cannabis cultivator and manufacturer, as U.S. counsel in connection with its merger with cannabis company 4Front Holdings LLC to form 4Front Ventures Corp. (CSE: FFNT).

  • Represented Donegal Mutual Insurance Company and Donegal Group Inc. (Nasdaq: DGICA and DGICB) in connection with its acquisition of Donegal Financial Services Corporation (“DFSC”) and its wholly owned subsidiary, Union Community Bank, to Northwest Bancshares, Inc. (Nasdaq: NWBI) for approximately $115 million in a combination of cash and Northwest Bancshares common stock

  • Counsel representing SunPower (Nasdaq: SPWR) in connection with bid for and acquisition of SolarWorld Americas, Inc.

    • Capital Markets

  • Represented Virios Therapeutics, Inc. (Nasdaq: VIRI), a biotechnology company focused on advancing antiviral therapies to treat diseases associated with an abnormal immune response, such as fibromyalgia, in its initial public offering.

  • Represented Annovis Bio, Inc. (NYSE: ANVS ), a manufacturer of pharmaceuticals for the treatment of neurodegenerative diseases, in connection with its initial public offering.

  • Represented as U.S. securities counsel Jushi Holdings Inc. (CSE: JUSH) (OTCMKTS: JUSHF), a global cannabis and hemp company, in its $59 million overnight marketed offering.

  • Represented as U.S. securities counsel Jushi Holdings Inc. (CSE: JUSH) (OTCMKTS: JUSHF), a global cannabis and hemp company, in its $32 million public offering, pursuant to a takedown on a Canadian shelf registration.

  • Served as U.S. counsel to BGP Acquisition Corp., a Canadian special purpose acquisition corporation (SPAC), in its $115 million initial public offering, which is targeting a Qualifying Transaction in the U.S. cannabis industry and/or related sectors.

  • Represented Valley Republic Bancorp, a bank holding company, in its $20 million fixed-to-floating rate subordinated debt offering to institutional and private accredited investors.

  • Represented The Lovesac Company (Nasdaq:LOVE) in completing a $103.5 million underwritten public offering of 2,875,000 shares of its common stock, at a price of $36.00 per share.

  • Represented The Lovesac Company (Nasdaq: LOVE), a technology-driven modular furniture designer and manufacturer, in its $64.4 million initial public offering.

    • Private Investment Funds

  • Served as regulatory counsel for a venture capital firm in its first investment in the cannabis industry, a $35 million Series B funding round for online cannabis inventory and ordering platform.

  • Cannabis regulatory counsel for a private credit asset management firm in connection with a $50 million secured financing to a premier producer of packaging and other ancillary products and services to the cannabis and hemp industries.

  • Represented a Canadian private equity firm in connection with a $25 million Series A investment in a vertically-integrated cannabis company in California.

Admissions

  • California

Education

  • University of the Pacific, McGeorge School of Law, J.D., 2010
  • Colorado State University, B.A., 2006

Experience

  • Duane Morris LLP
    - Partner, 2022-present
    - Associate, 2017-2021
  • Horgan Rosen Beckham & Coren LLP
    -Associate, 2012-2017

Selected Speaking Engagements

Selected Publications