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 sells SureWerxJones Day advised The Riverside Company in the sale of SureWerx, a leading North American provider of personal protective equipment, safety gear, and tool solutions, to Partners Group.
  • American Pacific Group acquires Media One Digital Imaging, LLCJones Day advised American Pacific Group in the acquisition and financing of Media One Digital Imaging, LLC, a full-service integrator and distributor of digital textile printing solutions.
  • Café Valley acquires Freed’s BakeryJones Day advised Swander Pace Capital in the acquisition and financing by portfolio company Café Valley of certain assets of WB Frozen US, LLC d/b/a Freed's Bakery.
  • LUX Global Label sells company to Multi-Color CorporationJones Day advised LUX Global Label, a leading manufacturer of pressure sensitive labels, shrink sleeves, and security solutions, in its sale to Multi-Color Corporation.
  • Riverside invests in AlphaGroup Medical CommunicationsJones Day advised The Riverside Company in the acquisition and financing by portfolio company Red Nucleus of Alpha Group Medical Communications LLC, a medical communication agency renowned for delivering industry-best scientific, medical affairs and outcomes communications services.
  • Libbey Glass refinances term loan agreementJones Day represented Libbey Glass LLC and certain of its affiliates in connection with the refinancing of its term loan credit agreement with Alter Domus (US) LLC, as administrative agent and collateral agent, for a syndicate of lenders.
  • Riverside portfolio company acquires GrasonsJones Day represented The Riverside Company in connection with the acquisition by portfolio company Executive Home Care of Grasons, a franchisor of estate sale services.
  • Riverside portfolio company acquires Motivating Systems LLCJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Navigate360 of Motivating Systems LLC, a leading provider of behavioral management software to K-12 schools and districts.
  • Morgan Stanley Capital Partners portfolio company acquires Label InnovationJones Day advised Morgan Stanley Capital Partners in connection with the acquisition and financing by portfolio company AWT Labels & Packaging (AWT) of Label Innovation, a custom converter and label manufacturer utilizing roll-to-roll rotary and laser die-cutting technology to produce products and components for the medical, technology, and security markets.
  • Riverside acquires OutSolve LLCJones Day represented The Riverside Company in the acquisition and financing of OutSolve LLC, a provider of outsourced labor and employment compliance solutions.
  • Riverside portfolio company acquires Applied Educational Systems (AES)Jones Day represented The Riverside Company in the acquisition and financing by portfolio company iCEV of Applied Educational Systems (AES), a provider of digital career and technical education content for K-12 schools and career centers.
  • Riverside portfolio company acquires FoodLogiQ, LLCJones Day advised The Riverside Company in connection with the acquisition by portfolio company ESHA Research of FoodLogiQ, LLC, which provides supply chain management software used by restaurants, food retail and grocery chains, food and beverage product manufacturers, wholesale food suppliers and distributors, and other customers.
  • Riverside sells Xcentric Mold & EngineeringJones Day advised The Riverside Company in its sale of the business of Xcentric Mold & Engineering to Quickparts, a portfolio company of Trilantic North America.
  • Parker divests its Aircraft Wheel and Brake divisionJones Day advised Parker-Hannifin Corporation (NYSE: PH, “Parker”), the global leader in motion and control technologies, in the divestiture of its Aircraft Wheel and Brake Division, located in Avon, Ohio, to Kaman Corporation (NYSE: KAMN) for $440 million.
  • Riverside portfolio company acquires Jupiter Life Science Consulting (Jupiter)Jones Day advised The Riverside Company in connection with the acquisition and financing by portfolio company Red Nucleus of Jupiter Life Science Consulting (Jupiter), a leading provider of commercial and market access strategies for global pharma, biotech, and medical device companies with its primary focus in rare disease, hematology/oncology, metabolic, and neurology therapeutic areas.
  • Riverside sells Parker ProductsJones Day represented The Riverside Company in the sale of Parker Food Group, a leading developer and manufacturer of specialty value-added ingredients for large multi-national and emerging food and beverage brands, to a portfolio company of InvestIndustrial.
  • American Pacific Group acquires Concisys, Inc.Jones Day advised American Pacific Group, a San Francisco Bay Area-based private equity firm, in the acquisition of Concisys, Inc., a Southern California leader in surface mount technology electronic manufacturing services.
  • Riverside portfolio company SureWerx acquires MEGAComfort International Inc.Jones Day advised The Riverside Company in the acquisition and financing by portfolio company SureWerx of MEGAComfort International, Inc., an international leader in providing ergonomic, anti-fatigue insoles in the Occupational Health & Safety Market.
  • Riverside portfolio company acquires RockpointeJones Day represented The Riverside Company in connection with the acquisition by portfolio company Clinical Education Alliance (CEA) of Rockpointe, Inc., a premier healthcare education company providing accredited continuing education activities and related training for healthcare professionals.
  • Wells Fargo provides $100 million credit facility to group of investors that invest in property and developmentsJones Day represented Wells Fargo Bank, National Association, as administrative agent, in connection with a $100 million unsecured revolving credit facility provided a group of investors that invest in property and developments.
  • 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