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

  • Materion to acquire H.C. Starck's electronic materials portfolio for $380 millionJones Day is advising Materion Corporation, a world leader in high performing advanced materials, on its acquisition of H.C. Starck Solutions' industry-leading, electronic materials business, located in Newton, Massachusetts ("HCS-Electronic Materials") for $380 million.
  • PPC Flexible Packaging acquires Consumer Packaging Group, LLCJones Day represented Morgan Stanley Capital Partners and its portfolio company, PPC Flexible Packaging, LLC, in PPC's acquisition and financing of the Harland, Wisconsin, based Consumer Packaging Group, LLC.
  • Riverside portfolio company UniFocus acquires KnowcrossJones Day advised The Riverside Company in the acquisition by portfolio company, UniFocus, of Knowcross, a global leader in task management and operational optimization software for the hospitality industry.
  • Riverside and Investcorp sell Arrowhead Engineered Products to GenstarJones Day advised The Riverside Company in the sale of Arrowhead Engineered Products to Genstar.
  • Riverside acquires Corporate VisionsJones Day represented The Riverside Company in connection with the acquisition and financing of Corporate Visions, a leading provider of science-backed sales, marketing, and customer success training solutions to global Fortune 1000 companies.
  • Riverside acquires Whittle & Mutch, Inc.Jones Day represented The Riverside Company in connection with its acquisition by portfolio company FlavorSum of Whittle & Mutch, Inc. (W&M), a fourth-generation, family-owned flavor house that manufactures and sells liquid flavors, emulsions, extracts, and other taste-related products primarily to beverage customers.
  • LBB Specialties acquires Centerchem, Inc.Jones Day represented LBB Specialties LLC, a portfolio company of LeBaronBrown Industries LLC, in its acquisition of Centerchem, Inc., a specialty chemical and ingredients distributor based in Norwalk, Connecticut.
  • Riverside portfolio company acquires MDoutlookJones Day represented The Riverside Company in connection with the acquisition by portfolio company Clinical Education Alliance, LLC (CEA) of MDoutlook, a provider of precision intelligence solutions that help life sciences companies develop and commercialize therapeutics and diagnostics in oncology.
  • Riverside portfolio company acquires eMindfulJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Wondr Health (formerly Naturally Slim), a digital behavioral change company, of eMindful, a leading provider of evidence-based, mindfulness programs for everyday life and chronic conditions.
  • Riverside sells portfolio company Greenphire to Thoma BravoJones Day represented The Riverside Company in connection with the sale of portfolio company Greenphire, the global leader in financial lifecycle management software for clinical trials, to Thoma Bravo, a software focused private equity firm.
  • KeyBank provides amended secured credit facility to NextEdge NetworksJones Day represented KeyBank National Association, as administrative agent, in connection with an amended secured credit facility provided to NextEdge Networks, a leading provider in turnkey small cell services for outdoor and in-building solutions.
  • Riverside portfolio company acquires Plumbing Heating ParamedicsJones Day advised The Riverside Company in the acquisition by portfolio company, Threshold Brands, a multi-brand franchisor of trade service concepts, of Plumbing Heating Paramedics (PHP), a provider of HVAC system repairs, HVAC system replacements, plumbing system repairs, and recurring maintenance check-ins.
  • Refrigeration Sales Corporation sells company to Rotunda Capital PartnersJones Day advised Refrigeration Sales Corporation in its sale of the company to Rotunda Capital Partners.
  • Riverside portfolio company acquires DIGARCJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Modern Campus of DIGARC, the leading provider of academic catalog and curriculum management, class and student scheduling, and student pathfinder software for higher education.
  • Riverside acquires ToolWatchJones Day represented The Riverside Company in connection with its acquisition of ToolWatch, a leading provider of tool and equipment tracking and operations management software for the construction, utilities, and oil and gas industries.
  • PNC Bank amends and restates $308 million term loan credit facility for REIT operating partnershipJones Day represented PNC Bank, National Association, as administrative agent, in connection with a $308 million unsecured amended and restated term loan credit facility provided to a REIT operating partnership.
  • PNC Bank amends and restates $850 million revolving credit facility for REIT operating partnershipJones Day represented PNC Bank, National Association, as administrative agent, in connection with a $850 million unsecured second amended and restated revolving credit facility provided to a REIT operating partnership.
  • Morgan Stanley Capital Partners acquires Nivel Parts & ManufacturingJones Day advised Morgan Stanley Capital Partners in the acquisition and financing of Nivel Parts & Manufacturing Co., LLC, a global manufacturer, distributor, and seller of aftermarket parts and accessories for niche vehicles and heavy-duty equipment.
  • Riverside portfolio company acquires STACS DNAJones Day represented The Riverside Company in connection with the acquisition by portfolio company InVita Healthcare Technologies of STACS DNA, which provides sample tracking and lab management software used by forensic DNA labs and healthcare organizations.
  • HCI Equity Partners sells Go To LogisticsJones Day represented HCI Equity Partners in connection with the sale of Go To Logistics, a transportation and logistics service provider focused on the freight consolidation and LTL (less-than-truckload) market, to Stellex Capital Management.
  • 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