Represented Keystone Risk Partners, LLC, a firm specializing in captive insurance management services, in its sale to Ryan Specialty Group, LLC, a publicly traded international specialty insurance firm. 

Represented Shank’s Extracts, Inc., a privately held specialty ingredient, flavoring, and food company with bottling and packaging capabilities, in its $100 million sale to Universal Corporation, a multinational tobacco and other agricultural products processing company, and the sale by a related party of certain real estate to Universal for an additional $13 million. 

Represented Utz Brands, Inc. (NYSE:UTZ) in its $56 million acquisition of R.W. Garcia Holdings, LLC and certain real estate owned by a related entity. R.W. Garcia Holdings, LLC is a maker of Better-For-You tortilla chips, crackers, and corn chips.

Represented South Jersey Industries, Inc. and its natural gas public utility operating subsidiaries, South Jersey Gas Company and Elizabethtown Gas Company, in connection with a $1 billion master credit facility.

Represented Biomeme, Inc., a biotechnology company and leading provider of portable PCR testing solutions, in its acquisition of Predigen, Inc., a privately held diagnostic company and emerging leader in precision medicine focused on host response diagnostics.

Served as U.S. tax counsel to Acreage Holdings, Inc. - a large, multistate owner of cannabis licenses and assets in the United States -- in a reverse takeover transaction resulting in the listing of Acreage shares on the Canadian Securities Exchange. The deal was structured as a "three-cornered amalgamation" and RTO under Canadian law. Cozen O'Connor was instrumental in resolving cross border tax matters, including structuring the RTO as an "Up-C" transaction that resulted in an inverted publicly traded corporation.

Represented Hydrofarm Holdings Group, Inc. (NASDAQ: HYFM), a leading hydroponic equipment and supplies manufacturer, in its acquisition of all of the membership interests of Field 16, LLC, a manufacturer and distributor of plant nutrients under the Heavy 16 brand, as well as in its acquisition of House & Garden, Inc., Humboldt Wholesale, Inc., Allied Imports & Logistics, Inc., and South Coast Horticultural Supply, Inc. (collectively House & Garden).

Successfully represented a business in a dispute over tax breaks it applied for as part of a planned move from an expired Keystone Opportunity Zone ("KOZ") to a new KOZ. The Department of Economic and Community Affairs denied the client's application, and argued to the courts that allowing "zone-hopping" would incentivize businesses to leave the zones when they expired and avoid going back on the tax rolls. The Commonwealth Court, sitting en banc, unanimously allowed the client to claim the tax breaks, finding that the law provides for benefits in a new KOZ, and the Pennsylvania Supreme Court unanimously affirmed that decision.

Represented Acreage Holdings, Inc., and its subsidiary High Street Capital Partners, LLC, in the sale of Acreage Florida, Inc. and related real estate to Red White and Bloom Brands, Inc., a multi-state cannabis operator. Acreage Florida is licensed to operate medical marijuana dispensaries, a processing facility, and a cultivation facility in the state of Florida.

Obtained a 5-2 en banc decision from the Pennsylvania Commonwealth Court, on an issue of first impression in Pennsylvania, holding that a $35 million whistleblower payment our client received under the federal False Claims Act was not subject to Local Earned Income Tax. 

Represented Utz Brands, Inc. (NYSE:UTZ), a leading supplier of salty snacks, in its $480 million acquisition from Insignia Capital Group, a private equity firm, of Truco Enterprises, LP and from OTB Acquisition LLC of the ON THE BORDER® trademarks for the manufacture, sale, and distribution of snack food products in the United States and certain other international markets. Truco is a leading seller of tortilla chips, salsa, and queso under the ON THE BORDER® brand.

Represented Utz Quality Foods, LLC (NYSE: UTZ) in its business combination transaction with Collier Creek Holdings, a consumer goods special purpose acquisition company (SPAC), to form Utz Brands, Inc. The result of this business combination was that the almost 100-year-old family-owned Utz became a public company. The transaction valued Utz in excess of $1.5 billion. 

Represented the owners in the sale of more than 25 franchises in eastern Pennsylvania and New Jersey, and exclusive territorial rights, to a growing franchisee. The owners sold the business operations only, with the franchisee continuing to lease many of the restaurants from the sellers.

Represented Renaissance Food Group, LLC, a wholly-owned subsidiary of Calavo Growers, Inc., an international consumer goods and farm products company, in its acquisition of 100 percent of the equity of SFFI Company, Inc. (d/b/a Simply Fresh Fruit), a processor and supplier of fresh cut fruit. 

Represented Utz Quality Foods, LLC in its acquisition of Kitchen Cooked Inc., a manufacturer and distributor of snack foods serving Central Illinois and Eastern Iowa.

Represented an insurance agency in connection with its going independent transaction with Nationwide Mutual Insurance Company and simultaneous sale to HUB International Limited, a leading North American insurance brokerage firm.

Represented Utz Quality Foods, LLC in connection with its acquisition of Conagra Brands, Inc.’s direct-store delivery (D.S.D.) snacks business for $138 million. The business includes Tim's® Cascade Snacks, Hawaiian® Snacks, Erin's®, Snyder® of Berlin, and Husman's® and has manufacturing facilities in Pennsylvania and Washington.

Represented PrecisionLender, a financial services software company, in its $510 million acquisition by Q2 Holdings Inc., a publicly traded provider of digital solutions for financial institutions. The firm has long represented PrecisionLender, and previously represented the company in connection with five rounds of private equity financing.

Represented an insurance broker/producer client in connection with its acquisition of both a Florida-based provider of managed care reinsurance and stop loss products and a California-based wholesale insurance brokerage firm.

Represented a leading health and fitness direct marketing company in its acquisition of an on-demand fitness app, through a two-step merger transaction (reverse followed by forward). 

Represented a multi-state owner of cannabis licenses and assets in connection with an agreement to acquire, by merger, a California corporation holding a license for a cannabis dispensary in Oakland.

Represented an insurance company and its wholly owned subsidiaries in a nine-figure sale of stock and related real estate.

Represented Acreage Holdings, Inc. (Acreage) -- a large, multistate owner of cannabis licenses and assets in the United States -- in its acquisition of Form Factory, Inc. through an all-stock transaction valued at $160 million. Form Factory is a cannabis manufacturer, co-packer, and distributor headquartered in Portland, Oregon.

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. 

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. 

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.

Represented a global provider of brand solutions, memorialization products, and industrial products in its Rule 144A and Regulation S $300 million senior notes offering.

Achieved a favorable en banc decision by the Pennsylvania Commonwealth Court on behalf of a corporate taxpayer that the client's corporate net income tax could be calculated without capping the amount the client could take on its net operating loss (NOL) carryover deduction. The Court held that the limit on NOL carryforward deductions violated the Uniformity Clause of the Pennsylvania Constitution because it results in two classifications, one for taxpayers that can completely eliminate their taxable income and another that can only limit the deduction to the extent of the limit.

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.

In the Commonwealth Court of Pennsylvania, secured summary judgment in favor of a coalition of nonprofit electric cooperatives in connection with consolidated petitions for review of orders of the Pennsylvania Board of Finance and Revenue. In granting summary judgment, the court held that the cooperatives were not subject to taxation under the Pennsylvania Public Utility Realty Tax Act.

Through two state courts and the U.S. Supreme Court, successfully overcame both a statutory and a constitutional challenge to franchise tax assessed against a bank by our client, the state bank commissioner.

In the Court of Common Pleas of Philadelphia County, secured dismissal, on preliminary objections, of a complaint by the city against various online travel agencies, alleging that they were in violation of the city's hotel room rental tax.

In the Commonwealth Court of Pennsylvania, secured a sales tax refund on behalf of the owner of compressed air vending machines. In reversing the denial of the taxpayer's petition for refund, the court held as a matter of first impression that air from the machines was not "tangible personal property," and a fee the taxpayer charged for using the machines was not a taxable "sale at retail."

In the Commonwealth Court of Pennsylvania, secured reversal of a ruling by the Pennsylvania Department of Revenue under which our client, a professional employer organization, was assessed sales tax on its fees for services deemed to constitute "help supply services."

Represented Petroleum Products Corporation, a midstream oil company, and certain of its affiliates in its acquisition by Arclight Capital 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 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 Utz Quality Foods, LLC in its purchase of the intellectual property (including the "Bachman" and "Jax" brands), distribution rights and certain other assets of The Bachman Company, a manufacturer of pretzels and cheese curls.

Represented Portico Systems of Delaware, Inc. in its acquisition by McKesson Health Solutions, a subsidiary of McKesson Corporation (15th on the Fortune 500), for approximately $90 million. The firm represented this company since its formation and through multiple transactions, including several investments by Safeguard Scientifics and Edison Venture Fund.

Represented a group of actively practicing physicians/minority owners in connection with their interests in the sale of Kremer Laser Eye Centers to a public company, TLC Vision Corporation. Our clients were only selling a portion of their stock and chose to invest in the successor company.

Represented Thalheimer Brothers, LLC, a large Philadelphia scrap metal company, in its sale to Audax Management Company, LLC, a private equity firm, which resulted in principals of Thalheimer owning a minority interest in the company.