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
- Represented Valley Republic Bancorp (OTCQX: VLLX) in its private placement of $20 million in fixed-to-floating rate subordinated notes, the net proceeds of which will support its growth.
- Represented American Riviera Bank (OTC Markets: ARBV), a full-service community bank, in its $8.5 million capital-raise of common stock, the net proceeds of which will support growth and expansion in California’s Central Coast.
- Represented The Lovesac Company (Nasdaq:LOVE) in completing a $103,500,000 underwritten public offering of 2,875,000 shares of its common stock, which include 750,000 shares offered by the Company, 1,750,000 shares offered by certain selling stockholders of the Company and the exercise of the full over-allotment of 375,000 shares, at a price of $36.00 per share.
- 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.
- Represented Monroe Capital as cannabis regulatory counsel in connection with a $50 million secured financing to publicly traded KushCo Holdings, Inc., a premier producer of packaging and other ancillary products and services to the cannabis and hemp industries.
- Represented FLRish, Inc. dba Harborside, a California cannabis company, in its reverse takeover transaction with Canada-based Lineage Grow Company. The value of the combined entities is expected to exceed $200 million.
- Represented a California vertically-integrated cannabis company in its $12 million private placement of preferred stock.
- Represented a Canadian private equity firm in connection with an investment in a vertically-integrated cannabis company in California.
- 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.
- Represented The Lovesac Company (NASDAQ: LOVE) in completing a $43.7 million underwritten public sale of 2.3 million shares of Common Stock at $19.00 per share.
- Represented SunPower in connection with bid for and acquisition of SolarWorld Americas, Inc.
- Represented Century Park Capital Partners in its acquisition of Dominion Youth Services, a leading provider of behavioral health services to children and young adults across Virginia.
- Represented solar energy company in its $75 million strategic divestiture of its microinverter assets (including more than 140 patents) and company’s related long-term master supply agreement with acquirer.
- Represented The Lovesac Company (NASDAQ: LOVE), a technology-driven modular furniture designer and manufacturer, in its $64.4 million initial public offering.
- Represented Naked Brand Group Inc. in connection with $3.5 million at the market offering.
- Advised private equity fund on creation of special purpose entity for $15 million investment in biotechnology company.
- Represented private injection mold company in $20 million refinancing of senior and mezzanine debt.
- Advised private investor in connection with $5.7 million stock purchase of food manufacturing company.
- Represented County Commerce Bank in $41.3 million stock and cash sale to CVB Financial Corp.
- Represented CU Bancorp in $104.3 million merger with First Enterprise Bancorp.
- Represented furniture company in $30 million preferred equity financing.
- University of the Pacific, McGeorge School of Law, J.D., 2010
- Colorado State University, B.A., 2006
- Duane Morris LLP
- Associate, 2017-present
- Horgan Rosen Beckham & Coren LLP
Contributor, Duane Morris Cannabis Industry Blog
Quoted, "Building Buds," Los Angeles Business Journal, December 24, 2018
Co-author, "California Releases Emergency Cannabis Regulations," Cannabis Industry Blog, November 18, 2017
Selected Speaking Engagements
Presenter, "Cannabis 203: Investing in Cannabis," The Duane Morris Cannabis Webinar Series, July 18, 2019
Presenter, "Cannabis 105: Investing in Cannabis," The Duane Morris Cannabis Webinar Series, May 15, 2018