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

  • Norwest Equity Partners acquires Nationwide Organ Recovery Transport Alliance, LLCJones Day represented Norwest Equity Partners on its acquisition and financing of Nationwide Organ Recovery Transport Alliance, LLC, a provider of air and ground organ recovery transportation services.
  • Nordson Corporation acquires ARAGJones Day advised Nordson Corporation in the acquisition and financing of ARAG Group and its subsidiaries from private equity funds advised by European private equity firm Capvis AG and its founders in an all-cash transaction that values ARAG Group at an enterprise value of €960 million ($1.05 billion) and in the related debt financing which consisted of a €760 million 364-day term loan agreement with JPMorgan Bank, N.A., as administrative agent.
  • Mining service provider obtains $25 million increase to its existing revolving credit facilityJones Day represented a mining service provider in connection with an amendment and restatement to their credit facility, which included a $25 million increase to its existing revolving credit facility.
  • ONCAP sells medical division to BiomericsJones Day advised ONCAP in the sale by portfolio company Precision Concepts International of its medical division to Biomerics, a portfolio company of Wasatch Equity Partners.
  • MPE Partners recapitalizes Precision PipelineJones Day advised MPE Partners in the acquisition and financing of Precision Pipeline, LLC, a leading provider of critical repair, replacement, and maintenance services for utility customers across the gas, electrical, telecommunications, and water end markets.
  • Riverside sells Baker Hill to Flexpoint FordJones Day is representing The Riverside Company in connection with the sale of portfolio company Baker Hill, a provider of cloud-based, end-to-end loan origination, risk management, and analytics software, to Flexpoint Ford.
  • Morgan Stanley Capital Partners portfolio company acquires ASL Print FXJones Day advised Morgan Stanley Capital Partners in connection with the acquisition and financing by portfolio company AWT Labels & Packaging Inc. (AWT) of ASL Print FX (ASL), a leading manufacturer of innovative print solutions to beverage, consumer packaged goods, envelope, and promotional markets across North America.
  • Dorilton Capital sells Blue Wolf Performance Solutions to Conco Services LLCJones Day represented Dorilton Capital Management in connection with the sale of portfolio company Blue Wolf Performance Solutions and its subsidiaries to Conco Services LLC, creating a single solution for specialty cleaning and testing solutions for industrial and power customers.
  • High Road Capital portfolio company acquires DC Kilowatts Inc.Jones Day advised High Road Capital Partners in connection with its acquisition and financing by portfolio company Exponential Power, Inc. of DC Kilowatts Inc., expanding the company’s motive power service expertise and position as an industry leading supplier of DC power solutions.
  • Riverside portfolio company acquires Mold MedicsJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Threshold Brands of Mold Medics, a provider of residential and commercial mold remediation and air duct cleaning services in Pennsylvania.
  • High Road Capital portfolio company acquires DevLinks, LtdJones Day advised High Road Capital Partners in connection with the acquisition and financing by portfolio company John Henry Foster Minnesota, Inc. of DevLinks, Ltd, a leading systems integrator providing full-service automation solutions to include design, integration, and installation with emphasis on the plastics industry.
  • Rockwood Equity Partners sells BJG Electronics, Inc. to FDH AeroJones Day advised Rockwood Equity Partners LLC in connection with its sale of portfolio company BJG Electronics, Inc. ("BJG"), a global supplier of interconnect and electromechanical products to the world’s leading OEMs in the defense, commercial aviation, business aviation, space, oil and gas, and industrial markets, to FDH Aero ("FDH"), a portfolio company of Audax Private Equity.
  • Swander Pace Capital portfolio company acquires First Place FoodsJones Day advised Swander Pace Capital in the acquisition by its portfolio company Patriot Pickle of First Place Foods, a producer of fresh pickles, fermented pickles, relish, and other pickled vegetables primarily for the foodservice and institutional channels.
  • Riverside portfolio company acquires Green GuardJones Day represented The Riverside Company in connection with the acquisition by portfolio company EverSmith Brands of Green Guard Services (Green Guard), a provider of commercial kitchen exhaust cleaning (KEC) and related ancillary services and products, which are essential for fire prevention and mitigation.
  • Riverside acquires Bishops Cuts/ColorJones Day represented The Riverside Company in connection with the acquisition of Bishops Cuts/Color (Bishops), a franchise company that is a leading provider of hair care services with more than 40 locations across the United States.
  • Real Alloy sells European business to SpeiraJones Day advised Real Alloy Holding, LLC in the sale of its European aluminum and magnesium recycling operations to Speira GmbH, an affiliate of KPS Capital Partners.
  • Riverside sells Modern Hire to HireVueJones Day represented The Riverside Company in connection with the sale of portfolio company Modern Hire, the all-in-one enterprise hiring platform that enables organizations to continuously improve hiring experiences and outcomes with trusted science and technology, to HireVue, a global leader in video interviewing, assessments, and text-enabled recruiting tools.
  • American Pacific Group acquires XLR8 EMS LLCJones Day advised American Pacific Group, a San Francisco Bay Area-based private equity firm, in the acquisition of XLR8 EMS LLC ("XLR8"), a Southern California leader in electronic manufacturing services and printed circuit board assembly.
  • Sky Island Capital acquires Kaufhold's KurdsJones Day represented Sky Island Capital in the acquisition and financing of Kaufhold's Kurd's, Inc., a wholesale food manufacturer that primarily sells direct to food service distributors across the United States.
  • Riverside portfolio company acquires Primary IntelligenceJones Day represented The Riverside Company in connection with the acquisition by portfolio company Corporate Visions of Primary Intelligence, a provider of SaaS-based win-loss analysis solutions for B2B companies.
    • View All

    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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