Scott F.Frodyma

Of Counsel

Cleveland + 1.216.586.7282

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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

  • Ohio Transmission acquires Allied Sales & ServiceJones Day advised Ohio Transmission LLC in the acquisition of Allied Sales & Service Co., Inc., a leading company in the Southeast US involved in the sale, distribution, installation, repair and maintenance of process equipment, industrial pumps, mixing equipment, industrial mechanical seals, industrial gear boxes and other industrial products.
  • Riverside invests in KasewareJones Day advised The Riverside Company in its acquisition of Kaseware, a leading provider of investigation management software sold to public safety agencies and corporations.
  • Riverside portfolio company acquires The Lash LoungeJones Day represented The Riverside Company in connection with the acquisition by portfolio company Head to Toe Brands of The Lash Lounge (Lash Lounge), an industry-leading eyelash salon franchise.
  • High Road Capital portfolio company acquires HTE TechnologiesJones Day advised High Road Capital Partners in connection with the acquisition and financing by portfolio company John Henry Foster Minnesota, Inc. of HTE Technologies, a leading automation supplier operating in Kansas, Missouri, and Illinois.
  • Riverside portfolio company acquires Federal Wage and Labor Law InstituteJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company OutSolve LLC of Federal Wage and Labor Law Institute (FWLLI), a labor law compliance company that makes it easy for businesses to manage and comply with ever-changing labor law poster requirements.
  • Riverside exits G&A PartnersJones Day advised The Riverside Company in the sale of its investment in G&A Partners, Inc., a leading national professional employer organization (PEO) and human capital management provider, to global alternative asset management firm TPG.
  • Global producer of residential and commercial building materials obtains $1 billion revolving credit facilityJones Day represented a global producer of residential and commercial building materials in connection with a new $1 billion multicurrency revolving credit facility.
  • MPE Partners acquires Webster IndustriesJones Day advised MPE Partners in the acquisition and financing of Webster Industries, Inc., an industrial equipment supplier focused on engineered class chains, sprockets, and vibrating equipment.
  • Riverside portfolio company acquires U.S. LawnsJones Day represented The Riverside Company in connection with its acquisition by portfolio company EverSmith Brands of U.S. Lawns, a provider of lawncare franchisor services, including commercial landscaping and snow removal services, for U.S. commercial properties through a network of franchisees, from an indirect subsidiary of BrightView Holdings Inc. (NYSE: BV).
  • ProMedica sells Paramount Health to Medical MutualJones Day is advising ProMedica in the sale of Paramount Health to Medical Mutual.
  • Radial Equity portfolio company acquires American Chrome CompanyJones Day advised Radial Equity Partners portfolio company Multi Parts in the acquisition and financing of American Chrome Company (ACC), a key supplier to OEMs and tier supplies in the heavy-duty truck and trailer markets, providing both aftermarket and products parts and accessories.
  • Baird Capital portfolio company acquires Velocity Dynamics, LLCJones Day represented Baird Capital in the acquisition by portfolio company Cleanwater1, Inc. of Velocity Dynamics, LLC, a leading solutions provider of branded, proprietary dry and liquid feed systems for the optimization of chemistry in water and wastewater utilities and industrial plants.
  • MPE Partners acquires P&S Detail ProductsJones Day advised MPE Partners in the acquisition and financing by portfolio company Appearance Technology Group of P&S Detail Products, a leading designer and manufacturer of branded, consumable car care liquid chemicals for professional and do-it-yourself ("DIY") users.
  • MEDHOST sells company to N. Harris Computer CorporationJones Day advised MEDHOST, Inc., a leading electronic health record solution provider, in its sale of the company to N. Harris Computer Corporation, a wholly-owned subsidiary of Constellation Software, Inc.
  • Swander Pace Capital sells Patriot Pickle to H.I.G. CapitalJones Day advised Swander Pace Capital in the sale of Patriot Pickle, a manufacturer and distributor of high-quality refrigerated pickles across the United States to restaurant chains, supermarkets, and delis, to an affiliate of H.I.G. Capital.
  • Riverside portfolio company acquires busybusy, Inc.Jones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company ToolWatch of busybusy, Inc., developer of the popular time tracking software for construction and other remote industries.
  • Integrated Power Services acquires Wind SolutionsJones Day advised Integrated Power Services in the acquisition of Wind Solutions LLC, a company that specializes in repair upgrades, accessory components, and patent-protected yaw system components.
  • Riverside portfolio company acquires Miracle MethodJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Threshold Brands of Miracle Method, the leading franchised provider of bath and kitchen refinishing services in the United States.
  • Norwest Equity Partners acquires United Sports BrandsJones Day represented Norwest Equity Partners in the acquisition and financing of United Sports Brands, a global leader in sports performance and protective products, including the Shock Doctor, McDavid, Cutters, Nathan, PEARL iZUMi, and Glukos brands.
  • Riverside portfolio company acquires Frenchies Modern Nail CareJones Day represented The Riverside Company in connection with the acquisition by portfolio company Bishops Cuts/Color of Frenchies Modern Nail Care (Frenchies), a nail salon franchisor that provides nail care services with more than 20 locations across 13 states in the U.S.
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    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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