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

  • Parker divests its Aircraft Wheel and Brake divisionJones Day is advising Parker-Hannifin Corporation (NYSE: PH, “Parker”), the global leader in motion and control technologies, in its proposed divestiture of its Aircraft Wheel and Brake Division, located in Avon, Ohio, to Kaman Corporation (NYSE: KAMN) for $440 million.
  • Riverside portfolio company acquires Granite Garage FloorsJones Day represented The Riverside Company in connection with the acquisition by portfolio company Threshold Brands of Granite Garage Floors, a franchise company that provides garage floor coatings for residential and commercial customers.
  • OTC acquires ePumpsJones Day advised OTC Industrial Technologies in the acquisition of ePumps, Inc., a leading provider of engineered solutions for pumps, seals, valves, mixers and related services in Oklahoma and Texas.
  • Swander Pace Capital sells T-Bev, Inc. to Florida Food ProductsJones Day advised Swander Pace Capital in the sale of T-Bev, Inc., a manufacturer and distributor of tea extracts, instant tea, natural and organic caffeine and other botanical extracts catering to the functional beverage and dietary supplement markets, to Florida Food Products.
  • MPE Partners acquires and recapitalizes Hi-Tech IndustriesJones Day represented MPE Partners in the acquisition, financing, and recapitalization of Hi-Tech Industries, a leading provider of consumable vehicle detailing and reconditioning products to the professional and do-it-yourself markets.
  • Riverside invests in PeopleGroveJones Day advised The Riverside Company in the acquisition of PeopleGrove, the leading provider of career mentorship and alumni engagement software for higher education institutions.
  • Integrated Power Services to acquire Tampa Armature Works, Inc.Jones Day is advising Integrated Power Services, the North American leader in service, repair and engineering for power management, electro-mechanical and rotating assets, in its acquisition of Tampa Armature Works, Inc., one of the industry's leading independent power services companies.
  • Riverside portfolio company acquires DSG ConsultingJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Corporate Visions of DSG Consulting, a tech-enabled sales consulting and training company primarily serving large enterprise B2B companies.
  • Ohio Transmission acquires American Industrial CorporationJones Day advised Ohio Transmission Corporation in the acquisition of American Industrial Corporation, a premier supplier of painting and powder coating systems, equipment, components and services in the Midwest.
  • Riverside sells Bohemia Interactive Simulations to BAE SystemsJones Day advised The Riverside Company in the sale of Bohemia Interactive Simulations (Bohemia) to BAE Systems, one of the world’s largest defense contractors.
  • Riverside portfolio company acquires Safety-Reports.com, Inc.Jones Day represented The Riverside Company in connection with the acquisition by portfolio company ToolWatch, LLC of Safety-Reports.com, Inc., which provides safety and compliance management software to the construction, manufacturing, and other safety-related industries.
  • Riverside acquires ESHA ResearchJones Day represented The Riverside Company in connection with the acquisition of ESHA Research (ESHA), a provider of SaaS-based nutritional analysis, labeling compliance, and product formulation software.
  • Riverside acquires PaleoWestJones Day advised The Riverside Company in its acquisition of PaleoWest, a professional consultancy that assists clients with their need to address federal, state, and local level environmental regulations, typically in support of a wide variety of land development projects such as the permitting of solar and wind generation facilities, housing developments, roads and bridges, and other major infrastructure development projects.
  • Centre Lane Partners portfolio company acquires Fiskars' North American watering businessJones Day advised Centre Lane Partners, LLC in connection with the acquisition and financing by its portfolio company Lawn & Garden, LLC of Fiskars Corporation's North American watering business including the Gilmour and Nelson brands.
  • Baird Capital sells portfolio company Vitalyst to Alithya Group, Inc.Jones Day represented Baird Capital in connection with the sale of its portfolio company Vitalyst, LLC to Alithya Group, Inc.
  • ABB acquires controlling interest in InCharge EnergyJones Day advised ABB Ltd. in the acquisition of a controlling interest in InCharge Energy from existing shareholders.
  • Riverside portfolio company acquires AugusoftJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Modern Campus of Augusoft, a SaaS leader in enrollment management for continuing and corporate education programs.
  • Riverside portfolio company acquires Statcomm Inc.Jones Day represented The Riverside Company in connection with the acquisition by portfolio company Performance Systems Integration of Statcomm Inc., which provides repeating fire and life safety inspection, repair and maintenance services, as well as installation services for new construction and retrofits, to customers across various industries in the San Francisco Bay Area.
  • Riverside portfolio company acquires Transplant ConnectJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company inVita Healthcare Technologies of Transplant Connect, whose iTransplantSM software facilitates the donation, transplantation and research of human biologics (including organs, tissues, corneas and birth tissue).
  • Integrated Power Services acquires three companiesJones Day advised Integrated Power Services (IPS) in the acquisition of Industrial Electric Machinery (IEM), Reed Electric & Field Service, and A+ Electric Motor.
  • 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