Scott F.Frodyma

Of Counsel

Cleveland + 1.216.586.7282

Scott Frodyma has counseled clients for more than 20 years with respect to the federal income tax issues related to mergers and acquisitions, issuances of equity, and financing transactions. His practice includes a wide range of transactional tax matters, including representing clients in taxable and tax-free stock, interest, and asset acquisitions and divestitures. Scott regularly advises strategic, public, and private clients in all phases of transactions, such as developing a tax-efficient structure, drafting and negotiating the tax portions of deal documents, drafting and negotiating the tax portions of financing documents, post-transaction restructurings, and resolving indemnity claims.

Scott advised USI Holdings Corporation in its acquisition of Wells Fargo Insurance Services, Inc. from Wells Fargo & Company; Chart Industries, Inc. in its acquisition of Hudson Products Corporation; and Nordson Corporation in its acquisition of Vention Advanced Technologies from Vention Medical. Other representative clients include The Riverside Company, Morgan Stanley Capital Partners, High Road Capital Partners, Monroe Capital, and Twin Brook Capital Partners.

Scott also has experience representing clients in pursuing private rulings and controversies before the Internal Revenue Service and Appeals.

Experience

  • LeBaronBrown Specialties acquires Dien, Inc.Jones Day advised LeBaronBrown Specialties LLC in the acquisition of a majority interest in Dien, Inc., a leading specialty chemical and ingredients distributor based in Dallas, Texas, serving primarily the personal care, food and beverage, and nutraceutical end markets.
  • Blue Sea Capital sold NSi Industries to Odyssey Investment PartnersJones Day advised Blue Sea Capital LLC on its sale of NSi Industries, LLC to Odyssey Investment Partners.
  • Riverside acquires National FlavorsJones Day represented The Riverside Company in connection with its acquisition of National Flavors LLC, a Michigan limited liability company engaged in the business of formulating and producing artificial and natural liquid flavors, extracts, variegates and colors for frozen desserts and dairy products, baked goods, confections, processed fruits, beverages, and other product categories.
  • Cobra Plastics sold to SilganJones Day advised Cobra Plastics, Inc., a manufacturer of injection molded plastic closures for a wide variety of consumer products, in its sale to Silgan Holdings Inc., a leading supplier of rigid packaging for consumer goods products.
  • Alcoa sold Gum Springs, Arkansas, facility to Veolia for $250 millionJones Day advised Alcoa Corporation (NYSE: AA), a global leader in bauxite, alumina, and aluminum products, on the $250 million sale of its Gum Springs, Arkansas, waste treatment facility to Veolia ES Technical Solutions.
  • Blue Sea Capital acquires Innovative FlexPakJones Day advised Blue Sea Capital in its acquisition and related financing of Innovative FlexPak, a developer, formulator, and provider of single-serve and multi-dose ingestible health and wellness products for leading brands.
  • Morgan Stanley Capital Partners portfolio company acquires iMark MoldingJones Day represented Morgan Stanley Capital Partners in connection with the acquisition and related financing by portfolio company Comar Holding Company, LLC of iMark Molding, LLC ("iMark") from the original iMark founders.
  • Resilience Capital portfolio company merges business operations with those of Maysteel IndustriesJones Day represented Resilience Capital Partners LLC in connection with the merger of business operations of portfolio company, Porter's Group LLC, with those of Maysteel Industries, LLC, creating a leading custom sheet metal fabricator serving a number of industries.
  • Ohio Transmission acquires Laron Inc.Jones Day advised Ohio Transmission in its acquisition of Laron Inc., a leading provider of mechanical and electric motor repair and engineering services in the southwestern United States.
  • Blue Point Capital Partners acquires Specialized Waste SystemsJones Day represented Blue Point Capital Partners in connection with the add-on acquisition and related financing for its Fund IV portfolio company, TAS Environmental Services, of Specialized Waste Systems, a provider of hazardous and nonhazardous waste management, transportation, and washout services.
  • Riverside invests in LMG HoldingsJones Day advised The Riverside Company in connection with its investment in LMG Holdings, Inc., a provider of ignition interlock devices (IIDs) used to help prevent drunk driving.
  • Riverside invests in Red NucleusJones Day advised The Riverside Company in connection with its investment in and related financing of Red Nucleus Enterprises, LL (RN), a company that offers learning and compliance services to customers in the pharmaceutical industry.
  • TriMas sold Lamons business to First Reserve for $135 millionJones Day advised TriMas Company, LLC, a wholly-owned subsidiary of TriMas Corporation, in its $135 million sale of its Lamons business, a provider of industrial sealing and fastener solutions used in mission-critical, high-consequence applications in the petrochemical, petroleum refining, midstream energy transportation, upstream oil and gas, metropolitan water and wastewater management end markets, to First Reserve, a private equity firm focused on energy investing.
  • Ferro Corporation to sell its global Tile Coatings Business to Lone Star FundsJones Day is advising Ferro Corporation, a leading global supplier of technology-based functional coatings and color solutions, in the sale of its global Tile Coatings Business to Pigments Spain, S.L., a portfolio company of Lone Star Funds, for $460 million in cash, with potential earnout payments of up to $32 million in cash based on the performance of the business pre-closing, subject to customary adjustments.
  • MEI sold to RENA Technologies North America Inc.Jones Day represented the shareholders of MEI Wet Processing Systems & Services, LLC, a provider of wet bench and wet processing equipment and services to the semiconductor, MEMs, solar, and high technology industries, in their sale of MEI to RENA Technologies North America Inc.
  • Ohio Transmission acquires Keller ElectricalJones Day advised Ohio Transmission Corporation in its acquisition of Keller Electrical, a provider of industrial electrical services, equipment, components and supplies serving the southwestern United States.
  • Xcel Energy obtains $500 million term loan facilityJones Day represented Xcel Energy Inc., a provider of renewable energy, in connection with a $500 million 364-day term loan facility, with Canadian Imperial Bank of Commerce, New York Branch, as administrative agent.
  • Riverside sells majority investment in n2y to Providence Equity PartnersJones Day advised The Riverside Company in connection with the sale of its majority investment in n2y LLC, a leading provider of software, curricula, and tools to the K-12 special education market, to Providence Equity Partners.
  • MPE Partners sells its interests in B&E GroupJones Day represented MPE Partners in connection with the sale of its interests in the B&E Group.
  • Directional Aviation Capital sells 50 percent interest in SIMCOM Holdings, Inc. to CAE Inc.Jones Day advised Directional Aviation Capital (DAC), one of the largest, fastest growing, and most innovative corporate aviation service companies globally, in connection with the $85 million sale of a 50 percent interest in SIMCOM Holdings, Inc. to CAE Inc.
  • Additional Publications

    • June 2002
      Back to Basics -- A Review of Recent Decisions Relying on the Economic Substance, Business Purpose, Step Transaction and Clear Reflection of Income Doctrines, Jones Day State Tax Return Newsletter, Vol. 9, No. 6

    Speaking Engagements

    • October 16, 2003
      Current Developments in Corporate Taxation, Cleveland Tax Institute
    • May 2, 2002
      Back to Basics -- A Review of Recent Decisions Relying on the Economic Substance, Business Purpose, Step Transaction and Clear Reflection of Income Doctrines, Tax Executives Institute, Columbus and Cleveland
    • October 18, 2001
      Summary of the Economic Growth and Tax Relief Reconciliation Act of 2001, Cleveland Tax Institute
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