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 portfolio company acquires Prism SpecialtiesJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company EverSmith Brands of Prism Specialties, a leading franchisor of specialty restoration services of electronics, textiles, arts and documents.
  • Integrated Power Services acquires Midwest Switchgear ServicesJones Day advised Integrated Power Services in its acquisition of Midwest Switchgear Services, a provider of low- and medium-voltage electrical services for customers in power generation, steel and aluminum, pulp and paper, and refineries.
  • Blue Sea Capital sells Sunvair Aerospace Group to Greenbriar Equity GroupJones Day represented Blue Sea Capital LLC in the sale of Sunvair Aerospace Group, a leading maintenance, repair and overhaul ("MRO") services provider specializing in landing gear, avionics, flight instruments, sensors and cargo loading systems, to Greenbriar Equity Group.
  • Riverside acquires CRIO, Inc.Jones Day advised The Riverside Company in the acquisition of CRIO, Inc., a leading provider of eSource and other eClinical software for clinical trial sites, CROs and the pharmaceutical/biotech market.
  • MPE Partners acquires BAF IndustriesJones Day advised MPE Partners in the acquisition and financing by portfolio company Appearance Technology Group of BAF Industries, a manufacturer of branded, consumable car care liquid chemicals and specialty aerosols for professional and do-it-yourself users.
  • SpiderRock Advisors sold to BlackRockJones Day represented SpiderRock Advisors, LLC, a registered investment adviser that provides customized options overlay strategies for investment portfolios, in connection with the sale of its remaining equity securities to BlackRock, Inc. (NYSE: BLK), the world’s largest asset manager and an existing minority equity holder of SpiderRock.
  • Swander Pace Capital sells Functional Formularies to DanoneJones Day advised Swander Pace Capital in the sale of Functional Formularies, a leading provider of organic, whole food, shelf-stable feeding tube formulas, to Danone.
  • Blackbaud refinances existing credit facility with new $1.5 billion credit facilityJones Day represented Blackbaud, Inc., a leading software provider serving the nonprofit and education sectors, in connection with the refinancing of its existing credit facility to, among other things, provide for new credit facilities in an aggregate principal amount of $1.5 billion consisting of a $700 million revolving credit facility and a $800 million term loan facility.
  • Riverside-led investor group acquires The Townsend GroupJones Day is advising The Riverside Company in the acquisition of The Townsend Group, a leading provider of global investment management and advisory services focused exclusively on real estate and real assets, from Aon plc, a leading global financial services firm.
  • Norwest Equity Partners acquires MDC Interior SolutionsJones Day advised Norwest Equity Partners in the acquisition and financing of MDC Interior Solutions, LLC, a leading commercial interior wallcoverings and design solutions company.
  • American Pacific Group acquires C.F. StinsonJones Day advised American Pacific Group in the acquisition and financing of C.F. Stinson, LLC, a leading distributor of fabric products.
  • American Pacific Group portfolio company sells PENETREX®Jones Day advised American Pacific Group in the sale by portfolio company, Wellbeam Consumer Health, of PENETREX®, a leading joint and muscle care brand trusted by millions of consumers, to Carlin Consumer Health, a preeminent consumer health business that specializes in acquiring leading over-the-counter ("OTC") brands.
  • Radial Equity acquires Moss Motors and Rimmer BrosJones Day advised Radial Equity Partners in the acquisition and financing of Moss Motors, a U.S.-headquartered aftermarket supplier of parts for British cars, and Rimmer Bros, a UK-based supplier of replacement parts for UK marque vehicles.
  • 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.
  • 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

    Additional 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