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Richard J. Silpe

Co-Chair, Tax

: Philadelphia
One Liberty Place
1650 Market Street
Suite 2800
Philadelphia, PA 19103
P: (215) 665-2704
TF: (800) 523-2900
F: (215) 665-2013

Richard J. Silpe

Recent Publication:
Business Deductions Up In Smoke [Cannabis Alert]
Heidi Schwartz and Richard Silpe discuss three cases published this past summer that provide guidance to cannabis businesses and their owners in preparing their federal income tax returns. These cases turn on the application of IRC Section 280E, which precludes taxpayers from deducting any expense relating to a business that consists of trafficking in cannabis.
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Richard focuses his practice on federal and state income tax planning for corporations, partnerships, limited liability companies, and other taxable and nontaxable entities, including domestic and international tax planning, exempt organization tax planning, and tax planning in connection with equity-based compensation.

Richard's practice includes structuring of corporate and business transactions, including mergers and acquisitions, reorganizations, redemptions, liquidations, affiliations, joint ventures, business formations, venture capital financing, security issuances, and equity-based compensation arrangements. He also has extensive experience handling tax audits and controversy matters.

In the course of his practice, Richard has handled numerous multimillion dollar acquisitions on behalf of a large electronic manufacturing company and a leading snack food company. He handled the $2.9 billion sale of John Middleton, Inc., a cigar company, to Altria Group; the $110 million sale of a leading specialty underwriter of property insurance to Gryphon Investors; the $265 million sale of a health care advocacy services company to the West Corporation; and the $500 million sale of a steel pipe and tubular company to The Carlyle Group. He is experienced in a broad range of executive compensation matters, including public and private companies and Section 501(c)(3) charitable organizations with respect to intermediate sanction safe harbor compliance, the formation of joint venture arrangements, and the restructuring and recapitalization transactions for public and private companies. Richard has also handled numerous investments in domestic and international private equity and hedge funds.

Richard frequently lectures at seminars and writes on various topics of federal and state income taxation and exempt organization tax matters. Prior to earning his law degree, Richard practiced as a certified public accountant.

Richard received his undergraduate degree from Emory University, and earned his law degree, cum laude, at Villanova University School of Law where he was a law review editor and was elected to Order of the Coif.

Experience

Handled the sale of firm client John Middleton, Inc., a Philadelphia-area cigar and pipe tobacco manufacturer whose brands included “Black & Mild” and “Prince Albert,” to Altria Group, Inc. for $2.9 billion, in one of the largest transactions ever handled by a Philadelphia law firm.

Represented Petroleum Products Corporation, a midstream oil company, and certain of its affiliates in its acquisition by Arclight Capital Partners.

Represented the policyholders of the Fidelity Mutual Life Insurance Company in connection with its plan of rehabilitation and dissolution.

Represented the seller in the multimillion dollar sale of Orchid Underwriters Agency, LLC to Gryphon Investors.

Handled numerous multimillion dollar acquisitions on behalf of a large electronic manufacturing company and a snack food company.

Handled the $175 million sale of a group of cosmetology schools to ABRY Partners.

Represented Health Advocate, a leading provider of healthcare advocacy services, in its $245 million sale to the West Corporation.

Handled the $500 million sale of a steel pipe and tubular company to The Carlyle Group.

Represented Beachbody, LLC, a leading marketer of health and fitness programs and products (i.e., P90X, Insanity), in the growth capital investment by LNK Partners.

Represented Delphi Midstream Partners, LLC in its $200 million acquisition of the rights to construct and operate a 31-mile natural gas pipeline in the Marcellus Shale region in New York and Pennsylvania.

Represented SmallHD in its sale to The Vitec Group for a purchase price of up to $30 million, in part based on future performance. SmallHD manufactures and designs high-quality, high-definition field monitors used by videographers, filmmakers, and cinematographers. Vitec is a publicly-traded provider of products and services for the broadcast and video, photographic, and MAG markets.

Represented Modernizing Medicine in its acquisition of Aesyntix Health, Inc., a privately held company based in Roseville, Calif. Aesyntix provides billing, inventory management, and group purchasing services to physicians. Modernizing Medicine offers a cloud-based, specialty-specific electronic medical records (EMR) system.

Represented a media company in connection with the sale of television station assets to one of the largest television station owners in the United States.

Represented Sirius Global Solutions Holding Company and Florida Specialty Holdings, Inc. in the purchase, through a joint venture, of Mount Beacon Holdings, LLC and its subsidiaries, including Florida-based Mount Beacon Insurance Company.

Represented Utz Quality Foods, LLC, the largest privately held snack food company in the United States, in connection with its acquisition of Alabama-based public snack food company Golden Enterprises, Inc. for $146 million. The acquisition was financed through an investment in Utz by private equity firm Metropoulos & Co. Cozen O'Connor represented Utz in that investment by Metropoulos, which was the largest initial private equity transaction for a U.S. snack food company since 2013. The complex and multi-faceted transaction drew on the experience of Cozen O'Connor's corporate, tax, intellectual property, employee benefits, labor and employment, antitrust, and securities attorneys.

Represented Pilot Air Freight Corp., a private air freight logistics, package forwarding, and delivery company, in connection with the sale of a controlling interest in the company to ATL Partners and British Columbia Investment Management Corp. The transaction required a complex reorganization of Pilot and its subsidiaries and drew on the experience of the firm's corporate, employee benefits, real estate, intellectual property, tax, and aviation regulatory attorneys.

Represented EPIC Insurance Brokers and Consultants, a retail property and casualty insurance brokerage and employee benefits consultant, in connection with its acquisition of Benefit Compass Insurance Services, LLC, a specialist in employee benefits brokerage and consulting services.

Represented Sony Electronics Inc. in connection with the corporate, tax, and certain benefits aspects of its acquisition of Crispin Corporation, which develops master control automation and asset management solution for broadcasters, cable operators, and other television and media operations.

Represented Eurofins Scientific SE in the acquisition of EAG Laboratories from affiliates of Odyssey Investment Partners. The transaction is valued at $780 million on a cash-free, debt-free basis and includes EAG’s 21 laboratories in 18 locations around the world, including subsidiaries in the United States and six other countries. This significant transaction drew upon the experience of the firm's corporate, international, antitrust, tax, real estate, transportation and trade, employment, and benefits attorneys.

Represented Utz Quality Foods, LLC in its acquisition of Inventure Foods, Inc. in a deal valued at $165 million. The transaction was completed via a cash tender offer for all outstanding shares of Inventure Foods common stock, followed by a merger of a wholly owned subsidiary of Utz into Inventure Foods pursuant to Section 251(h) of the Delaware General Corporation Law. Inventure Foods will operate as a wholly-owned subsidiary of Utz. Inventure Foods manufactures and sells salted snacks under the brands Boulder Canyon®, TGI Fridays™, Nathan’s Famous®, Vidalia Brands®, Poore Brothers®, Tato Skins®, and Bob’s Texas Style® and has manufacturing facilities in Arizona and Indiana. This complex and multi-faceted transaction drew on the experience of Cozen O’Connor’s corporate, tax, labor and employment, benefits, litigation, intellectual property, real estate, and environmental attorneys.

Represented a global provider of brand solutions, memorialization products, and industrial products in its Rule 144A and Regulation S $300 million senior notes offering. This transaction drew on the experience of the firm's corporate, tax, and employee benefits and executive compensation attorneys.

Represented Ezaki Glico Co., Ltd., a publicly traded Japanese food company doing business across 30 countries, in its purchase of TCHO Ventures, Inc., a San Francisco-based fair trade chocolate manufacturer. The acquisition was Ezaki Glico’s first acquisition of a United States company. The transaction drew on the experience of the firm's corporate, tax, intellectual property, labor & employment, and employee benefits & executive compensation attorneys.

Represented a publicly traded waste management company in the sale of substantially all of its assets, valued at approximately $80 million, to a private equity fund. This complex transaction drew on the experience of the firm's corporate, tax, employee benefits and executive compensation, labor and employment, commercial litigation, real estate, and utilities, energy, and environmental attorneys.

Represented Spell Capital Partners, LLC and its portfolio company, Viking Plastics, in connection with the acquisition of Genesis Plastics and Engineering, LLC and Genesis Plastics Solutions, LLC. Viking Plastics is an injection molding and value-added assembly service provider. With facilities in Jeffersonville and Scottsburg, Ind., Genesis manufactures injection molded parts for the automotive industry. This transaction drew on the experience of the firm's corporate, tax, real estate, intellectual property, labor and employment, employee benefits and executive compensation, and utilities, environmental and energy attorneys.

News

Eurofins Scientific Acquires EAG Laboratories for $780 Million

December 05, 2017

The national corporate practice and international practice at Cozen O’Connor represented Eurofins Scientific SE in the acquisition of EAG Laboratories from affiliates of Odyssey Investment Partners. The transaction is valued at $780 million on a cash-free, debt-free basis, and closed on December 1, 2017.

Business Deductions Up In Smoke [Cannabis Alert]

October 11, 2018

Heidi Schwartz and Richard Silpe discuss three cases published this past summer that provide guidance to cannabis businesses and their owners in preparing their federal income tax returns. These cases turn on the application of IRC Section 280E, which precludes taxpayers from deducting any expense relating to a business that consists of trafficking in cannabis.

Federal Tax Reform: Major Changes Impacting Public Utilities [Utility, Environmental & Energy Alert]

January 10, 2018

David Zambito, Ira Megdal, Rich Silpe, and Rory Moore discuss the Tax Cuts and Jobs Act and the changes to the taxation of business enterprises that have significant implications for public utilities.

Unnoticed Provision of New Tax Bill Makes Sex Harassment Settlements Subject to NDAs Not Deductible [Labor & Employment Alert]

January 08, 2018

Sarah Kelly, Kate Ericsson and Rory Moore discuss a provision in the new Tax Act proposed by Senator Robert Menendez, (D-N.J.) that bars deductions for settlement payments, including attorney’s fees, related to sexual harassment or sexual abuse if the settlement payment is subject to a nondisclosure agreement.

Federal Tax Reform: Major Changes Impacting Businesses [Tax Alert]

December 21, 2017

Rich Silpe, co-chair of Cozen O'Connor's Tax Group, discusses key business tax changes under the Tax Cuts and Jobs Act. This is the first in a series of Alerts that our firm will be issuing on select topics of the Act.

Federal and Pennsylvania Tax Deduction Limitations on Medical Marijuana Businesses [Cannabis Alert]

April 27, 2017

Richard J. Silpe and Heidi Schwartz discuss the obstacles, medical marijuana organizations are subject to limitations in deducting their business operating expenses — even if those business expenses are not otherwise illegal.

7 Ways the Trump Administration Will Affect Businesses

November 18, 2016

This analysis provides insight into some of the most pertinent business issues President-elect Trump will likely address during his term, and what the election could mean for your industry and your business.

New Partnership Audit Rules Require Careful Review of Partnership and LLC Agreements [Tax Alert]

January 26, 2016

Richard J. Silpe discusses the Bipartisan Budget Act of 2015 that repealed the TEFRA partnership regime and replaced it with an entirely new regime for federal tax audits of partnerships (including LLCs taxed as partnerships) for tax years beginning after December 31, 2017.

Court Holds Excise Tax Does Not Apply to Foreign Retrocessional Reinsurance [Global Insurance Alert]

February 27, 2014

In Validus Reinsurance, Ltd. v. United States, No. 13-0109 (ABJ), 2014 WL 462886 (D.D.C. 2014), the U.S. District Court for the District of Columbia found that a foreign reinsurer was not subject to excise tax under Internal Revenue Code Section 4371 when purchasing retrocessional coverage for the assumed reinsurance of U.S. risks. While foreign reinsurance contracts are subject to excise tax, the court held that Section 4371’s plain language did not encompass retrocessional reinsurance transactions.

Implementing the Affordable Care Act: Countdown to 2014 (Tax Implications) [ACA Alert]

January 28, 2013

Under the Affordable Care Act, a number of significant tax increases go into effect in 2013 and other tax provisions will be implemented during the next several years.

New Cancellation of Indebtedness Rule [Tax Alert]

March 26, 2009

New Cancellation of Indebtedness Rule - Tax Alert -

The Ramifications of the Tax Cuts and Jobs Act on Corporations and Businesses	Philadelphia, PA	06/04/2018
2015 Health Law Year in Review	Philadelphia, PA	12/08/2015
Implementing The Affordable Care Act - Countdown to 2014	Philadelphia, PA	02/06/2013