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

  • Transtar Holding Company sold to Blue Point Capital PartnersJones Day advised Transtar Holding Company, a portfolio of industry-leading automotive aftermarket and original equipment businesses with a focus on high-quality products and unmatched customer service, in the sale of majority ownership to Blue Point Capital Partners.
  • Unibloc Pump acquired by May River CapitalJones Day advised Unibloc Pump in its sale to May River Capital, a Midwest-based private equity firm focused on helping high-caliber industrial businesses grow and prosper.
  • American Pacific Group acquires Eu NaturalJones Day advised American Pacific Group in the acquisition of Eu Natural, a provider of vitamin and mineral nutritional supplement products.
  • Riverside sells Sunrise Windows & DoorsJones Day represented The Riverside Company in connection with the sale of Sunrise Windows & Doors, a leading manufacturer and seller of replacement vinyl windows and sliding doors, to MI Windows and Doors.
  • MPE Partners sells its DreamLine platform to American Bath Group, LLCJones Day advised MPE Partners on the sale of its DreamLine platform to American Bath Group, LLC.
  • Morgan Stanley Capital Partners invests in AWT Labels & Packing and Citation Healthcare LabelsJones Day advised Morgan Stanley Capital Partners in their investment in Advanced Web Technologies Holding Company, which operates as AWT Labels & Packaging and Citation Healthcare Labels, from Mason Wells, a Midwest-based private equity firm.
  • Riverside sells Camelot Education to Specialized Education Services, Inc.Jones Day represented The Riverside Company in connection with the sale of portfolio company CHG Alt Ed Holding Company, Inc. d/b/a Camelot Education, a private educational service provider, to Specialized Education Services, Inc.
  • Ohio Transmission acquires JCI IndustriesJones Day advised Ohio Transmission in its acquisition of JCI Industries, a leading provider of pumps, motors, controls, field service and remanufacturing to commercial, industrial and environmental customers throughout the Midwest.
  • Riverside portfolio company acquires Fox ElectronicsJones Day represented The Riverside Company in connection with the acquisition by portfolio company Abracon, LLC of Fox Electronics, a leading global supplier of frequency control solutions.
  • Nordson to sell screws and barrels product line to Altair InvestmentsJones Day is advising Nordson Corporation in the sale of its screws and barrels product line from its polymer processing systems division to Altair Investments.
  • Riverside portfolio company acquires Evolution Labs, Inc.Jones Day represented The Riverside Company in connection with the acquisition by portfolio company Navigate360, LLC of Evolution Labs, Inc., a leading developer of social-emotional, mental health and safety content and learning management software for K-12 students and college students.
  • Alcoa to sell rolling mill to Kaiser Aluminum for $670 millionJones Day is advising Alcoa Corporation in the sale of its rolling mill business located in Warrick County, Indiana, to Kaiser Aluminum Corporation for $670 million.
  • Riverside invests in UniFocusJones Day represented The Riverside Company in connection with its investment in UniFocus, a SaaS-based labor management solution for service industry providers.
  • Morgan Stanley portfolio company acquires Custom Poly Bag, Inc.Jones Day represented Morgan Stanley Capital Partners in connection with the acquisition and financing by portfolio company PPC Flexible Packaging, LLC of Custom Poly Bag, LLC, a leading manufacturer of custom flexible packaging for bakery, protein, medical, and specialty consumer markets, based in Alliance, Ohio.
  • Riverside portfolio company acquires Geroline Inc.Jones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company SureWerx of Geroline Inc., a virtual manufacturer of footwear traction aids serving diverse industrial end-markets in Canada and the U.S.
  • Riverside portfolio company acquires Social Sentinel, Inc.Jones Day represented The Riverside Company in connection with the acquisition by portfolio company Navigate360, LLC of Social Sentinel, Inc., a Vermont company that provides SaaS-based threat alerts through monitoring social media and other communication sources.
  • David Fischer sells Innovalog to AppfireJones Day advised David Fischer in the sale of Innovalog, an Atlassian Platinum Marketplace Partner behind Jira Misc Workflow Extensions, one of the best-selling workflow products for Jira that is used by teams around the world, to Appfire.
  • Riverside invests in G&A PartnersJones Day advised The Riverside Company in connection with its minority investment in G&A Partners, a leading national professional employer organization and human resources outsourcing provider with more than 55,000 worksite employees.
  • Riverside portfolio company acquires P3 Global Intel business from Anderson Software, LLCJones Day represented The Riverside Company in connection with the acquisition by portfolio company Navigate360, LLC of P3 Global Intel, a developer of tip and intelligence management software which provides school administrators and law enforcement with a seamless and efficient solution to address significant health and safety concerns, from Anderson Software, LLC.
  • Riverside portfolio company acquires INVIVO CommunicationsJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Red Nucleus of INVIVO Communications, a Toronto-based digital scientific communications provider strategically focused on the medical affairs space.
  • 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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