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

  • Riverside invests in Buildout, Inc.Jones Day advised The Riverside Company in connection with its investment in Buildout, Inc., a Chicago company that provides SaaS-based marketing and customer relationship management software to commercial real estate brokerages.
  • Riverside sells ActivStyleJones Day advised The Riverside Company in its sale of ActivStyle, a distributor of consumable medical supplies with an emphasis on incontinence products.
  • SDS Rx acquires Medical Delivery ServicesJones Day advised Strategic Delivery Solutions ("SDS Rx"), backed by HCI Equity Partners, in the acquisition of Medical Delivery Services.
  • KeyBank provides $65 million credit facility to LeMaitre VascularJones Day represented KeyBank National Association, as administrative agent, in connection with a $65 million credit facility provided to LeMaitre Vascular, Inc., a provider of devices and implants for the treatment of peripheral vascular disease.
  • NSi Industries acquires Polaris Sales Co., LLCJones Day advised NSi Industries, LLC in its acquisition of Polaris Sales Co., LLC, d/b/a Polaris Electrical Connectors, an Odessa, Florida-based market leader of American-made pre-insulated multi-tap connectors.
  • Park Place acquires Custom Hardware Engineering & Consulting, Inc.Jones Day advised Park Place Technologies, LLC in its acquisition of Custom Hardware Engineering & Consulting, Inc., a provider of mission critical data center infrastructure services and specializing in post warranty hardware maintenance.
  • High Road Capital portfolio company acquires Garden WeaselJones Day advised High Road Capital Partners in connection with the acquisition and related financing by portfolio company General Tools & Instruments of Garden Weasel, a specialized lawn and garden tools provider.
  • Riverside portfolio company acquires Pyxa SystemsJones Day represented The Riverside Company in connection with the acquisition by portfolio company Red Nucleus of Pyxa Systems, a research and development (R&D) focused software company offering process-enabled technology solutions for the global pharmaceutical industry.
  • Riverside invests in QueTelJones Day advised The Riverside Company in connection with its investment in and related financing of QueTel, the technology leader in digital and physical evidence management that also helps law enforcement agencies handle back-office processes, such as forensic request processing, and the management of equipment, uniforms, and supplies.
  • Cardinal States Gathering Company and CSG Holdings obtain $125 million senior secured term loan facilityJones Day represented Cardinal States Gathering Company LLC and CSG Holdings I LLC in connection with a $125 million senior secured term loan facility provided by a syndicate of lenders led by Investec Bank plc, as administrative agent.
  • CSG Holdings obtains $50 million senior secured term loan facilityJones Day represented CSG Holdings II LLC and CSG Holdings III LLC in connection with a $50 million senior secured term loan facility provided by a syndicate of lenders led by Investec Bank plc, as administrative agent.
  • 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.
  • 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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