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

  • MPE Partners acquires IntermaticJones Day advised MPE Partners in the acquisition and financing of Intermatic, a family-owned energy management solutions company that designs and manufactures electrical and mechanical controls for general lighting, outdoor lighting, irrigation, water heating, HVAC/R, and pool and spa applications.
  • Riverside acquires Door & Window Guard Systems (DAWGS)Jones Day represented The Riverside Company in connection with the acquisition and financing of Door & Window Guard Systems (DAWGS), a premier provider of door and window guards designed to secure vacant properties.
  • Global producer of residential and commercial building materials establishes $1.5 billion commercial paper facility and $1.5 billion revolving credit facilityJones Day represented a global producer of residential and commercial building materials in connection with the establishment of a $1.5 billion commercial paper facility and a new $1.5 billion multicurrency revolving credit facility.
  • Sky Island Capital portfolio company acquires Becker and Associates Inc.Jones Day represented Sky Island Capital in the acquisition by portfolio company SkyMark Refuelers, LLC of Becker and Associates Inc., a supplier of primarily aviation and ground fueling equipment and accessories.
  • Riverside acquires Wall Street PrepJones Day advised The Riverside Company in the acquisition and financing of Wall Street Prep, Inc., a leading provider of instructor-led and online training programs for the financial services industry.
  • Baird Capital portfolio company acquires Integrity Municipal SystemsJones Day represented Baird Capital in the acquisition and financing by portfolio company Cleanwater1, Inc. of Integrity Municipal Systems (IMS), a leading technology and solutions provider of branded, engineered lime systems, odor control and chemical feed system process solutions for the water and wastewater industry.
  • OTC Industrial Technologies acquires Premier Equipment Corporation and Premier Control SystemsJones Day advised OTC Industrial Technologies in the acquisition of Premier Equipment Corporation, Inc. (PEC), a leading distributor of rotating equipment, and Premier Control Systems, LLC, a prominent design and fabrication provider of control panels.
  • Bil-Jac Foods receives investment from Entrepreneurial Equity PartnersJones Day represented Bil-Jac Foods, Inc. (Bil-Jac), an Ohio-based leading manufacturer of dog food and treats, in connection with an investment in Bil-Jac by Entrepreneurial Equity Partners, a Chicago, Illinois, based private equity firm.
  • High Road Capital sells portfolio company TavoronJones Day advised High Road Capital Partners in the sale of its portfolio company Tavoron to Fusion Capital Partners, a Los Angeles based private equity firm.
  • American Pacific Group portfolio company acquires OmniData InsightsJones Day advised American Pacific Group in connection with the acquisition by its subsidiary, Fresche Solutions, of OmniData Insights, a leading consulting firm specializing in data and analytics modernization and artificial intelligence solutions.
  • MPE Partners acquires SKB CasesJones Day advised MPE Partners in the acquisition and financing of SKB Cases, a leading manufacturer of specialty protective cases serving the military and industrial, music and pro AV, and sports end markets.
  • OEConnection acquires PartsTechJones Day advised OEConnection in the acquisition of PartsTech, Inc., an auto parts procurement platform for mechanical repair shops.
  • American Pacific Group acquires ServerLIFTJones Day advised American Pacific Group in the acquisition and financing of ServerLIFT LLC, a leading provider of data center and server lift equipment and other related equipment.
  • Hamilton Beach Brands refinances its $125 million senior secured asset-based revolving credit facilityJones Day represented Hamilton Beach Brands, Inc., a designer, marketer, and distributor of home appliances and commercial restaurant equipment, in connection with the refinancing of their $125 million senior secured asset-based revolving credit facility.
  • Polaris amends and extends its $1.9 billion credit facilityJones Day represented Polaris Inc., a leading global designer, engineer, manufacturer, and marketer of powersports vehicles, in connection with an amendment and extension to its senior credit facilities, which included a $400 million increase to its revolving credit facility, bringing the total size of the credit facilities to $1.9 billion.
  • Resonant Growth Partners acquires Midwest FastenersJones Day advised Resonant Growth Partners LLC in the acquisition and financing of Midwest Fasteners, Inc., a leading hardware supplier and manufacturer.
  • Morgan Stanley Capital Partners acquires FoodScienceJones Day advised Morgan Stanley Capital Partners in the acquisition and financing of FoodScience, a provider of nutritional supplements and products for people and pets.
  • Parker Hannifin sells North America Composites & Fuel Containment Division to SK Capital PartnersJones Day advised Parker Hannifin Corporation in the sale of its North America Composites and Fuel Containment (CFC) Division to private investment firm SK Capital Partners.
  • Inflexion Private Equity portfolio company acquires Malco Tools, Inc.Jones Day advised Inflexion Private Equity Partners LLP in connection with the acquisition by portfolio company Aspen Pumps Group of Malco Tools, Inc., one of the nation's top manufacturers of high-quality tools for working with sheet metal, fiber cement, vinyl siding, gutters, and other materials in the HVAC and building construction industries.
  • Riverside sells Red Nucleus to Thomas H. Lee PartnersJones Day represented The Riverside Company in its sale of Red Nucleus, an industry-leading integrated provider of learning and development, medical communications, market access, and R&D and clinical solutions to the life sciences industry globally, to Thomas H. Lee Partners.
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    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

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