Francis A.Muracca II (Fran)

Partner

(T) + 1.412.394.7939

Fran Muracca's practice centers on advising family offices and middle market privately held business owners on a range of entity structure, transaction, and tax issues. He advises on the form of business entity and structure of business acquisitions and dispositions to minimize federal income tax consequences. In addition, Fran counsels affluent families on wealth preservation and on integrated succession and governance planning, including maximizing wealth through liquidity, diversification, and derivative initiatives.

Fran advises leading privately owned investment and insurance advisory services firms; infrastructure, wood products, and middle market manufacturing companies; health care providers; and real estate developers. He also advises the principal owners and chief executives of NFL and NHL franchises on ownership transition and succession.

In addition to his tax and business succession counseling, Fran represents clients in federal tax controversies at the administrative dispute resolution level before the IRS and in litigation before the U.S. Tax Court. He has successfully defended regional and national private business owners against challenges raised by the IRS involving unreasonable compensation, the valuation of nonmarketable privately held business interests for wealth transfer tax purposes, constructive dividends, and tax-motivated transactions. He also has defended professional firms on challenges raised by the IRS involving "intermediary tax shelter" transactions.

Fran is a member of the national board of advisors for BNA Tax Management and a director of The Pittsburgh Penguins Foundation, the Hockey Sticks Together Foundation, and Pittsburgh Mighty Penguins Organization, a USA disabled Hockey organization, a 2017 Jefferson Awards Foundation recipient.

Experience

Western Allegheny Capital acquires Oberg Industries
Jones Day advised Western Allegheny Capital in connection with the acquisition and related financing of Oberg Industries, a full-service contract manufacturer of precision machines and stamped components located in Pittsburgh, Pennsylvania.

Zitelli & Brodland sells non-clinical assets to QualDerm
Jones Day advised Zitelli & Brodland, PC in the sale of substantially all non-clinical assets to QualDerm Partners, a private equity backed dermatology practice management company.

Tecum Equity Partners and Western Allegheny Capital acquire controlling interest in High Tide Acquisition Corp.
Jones Day represented Tecum Equity Partners and Western Allegheny Capital in connection with the acquisition and related financing of a controlling interest in High Tide Acquisition Corp.

Tekni-Plex acquires Commodore Plastics and Commodore Technology
Jones Day advised Tekni-Plex, Inc., a portfolio company of private equity fund Genstar Capital, in connection with the acquisition of substantially all of the assets of Commodore Plastics and Commodore Technology, a family owned industrial business specializing in the manufacture of foam and plastic packaging.

Tekni-Plex acquires Dunn Industries
Jones Day advised Tekni-Plex, Inc., a portfolio company of private equity fund Genstar Capital, in connection with its acquisition of Dunn Industries, Inc., a family owned industrial company specializing in the manufacture of extrusion tubing for the medical device market.

Demers Ambulances acquires Braun Industries
Jones Day represented Demers Ambulances, a Quebec-based designer, manufacturer, and distributor of ambulances in Canada, in connection with its acquisition of Braun Industries, Inc., a custom ambulance manufacturer serving customers throughout the U.S.

Morgan Stanley Capital Partners acquires majority interest in Fisher Container
Jones Day advised Morgan Stanley Capital Partners (MSCP) in connection with the acquisition of a majority interest in Fisher Container Holdings, LLC and Fisher Container, LLC, a leading manufacturer of innovative and technical flexible packaging products, by an affiliate of MSCP and experienced plastics and packaging executive, Kevin Keneally.

DTE acquires M3's Appalachia Midstream assets for $1.3 billion
Jones Day advised DTE Energy in its $1.3 billion acquisition of 100 percent of Appalachia Gathering System and 55 percent of Stonewall Gas Gathering, both midstream natural gas assets located in the Appalachia region, from M3 Midstream LLC and Vega Energy Partners.

Tekni-Plex acquires Sancap Liner Technology
Jones Day advised Tekni-Plex, Inc., a portfolio company of private equity fund American Securities, in connection with its acquisition of substantially all of the assets of Lexington Abrasives, Inc., Sancap Abrasives, Inc., and Sancap Liner Technology, Inc. (collectively "Sancap").

Jennmar enters into acquisitions and divestitures agreement with DYWIDAG Systems International
Jones Day advised Jennmar in its agreements to conduct a series of international acquisitions and divestitures with DYWIDAG Systems International ("DSI").

Rosebud Mining purchases CONSOL Energy's 49 percent interest in Western Allegheny Energy (WAE) joint venture
Jones Day advised Rosebud Mining Company in its purchase from CONSOL Energy Inc. (NYSE: CNX) of CONSOL's 49 percent interest in the Western Allegheny Energy (WAE) joint venture between the two companies.

Mon Shore settles litigation with Miller's Ale House over restaurant development at SouthSide Works
Jones Day successfully represented Mon Shore MAH Associates, LP, an affiliate of the Soffer Organization, Inc., as landlord in connection with a contract for the construction of a restaurant by Miller's Ale House, Inc. at the SouthSide Works in Pittsburgh, Pennsylvania.

Celtic Healthcare and Allegheny Health Network complete joint venture to combine home health and hospice assets in western Pennsylvania
Jones Day advised Celtic Healthcare, Inc., a majority owned subsidiary of The Graham Holdings Company and an innovative leader in the delivery of home health care in Pennsylvania and Maryland, in the formation of a joint venture with Allegheny Health Network that will combine each organization's home health and hospice assets in the western Pennsylvania region to create a new, fully integrated and industry-leading provider of post-acute care services operating under the AHN brand and managed by Celtic's support service and leadership team.

Rosebud Mining acquires mining assets of AMFIRE
Jones Day advised Rosebud Mining Company in the acquisition of substantially all of the mining assets of AMFIRE Mining Company, LLC, a subsidiary of Alpha Natural Resources, Inc.

Jennmar acquires 50 percent of South African manufacturer Rocbolt Resins and purchases shares in DSI South Africa from Capital Africa Steel
Jones Day advised Jennmar in the 50 percent acquisition of shares in South African resin capsule manufacturer Rocbolt Resins and the purchasing of shares in DSI South Africa from DSI's previous South African joint venture partner, Capital Africa Steel.

Jennmar and DSI form joint venture RocBolt Resins
Jones Day advised Jennmar in the formation of RocBolt Resins Pty Ltd., an Australian joint venture with Jennmar holding a 51 percent stake and Dywidag Systems International (DSI) holding a 49 percent stake, to manufacture both J-LOK Resin brands and Fasloc Resin brands to be sold by Jennmar and DSI respectively.

Jennmar sells Canadian assets to DSI
Jones Day advised Jennmar in its sale of its Canadian assets to Dywidag Systems International (DSI).

American Greetings indirect parent issues $285 million of Senior PIK Toggle Notes in Rule 144A and Regulation S offering
Jones Day represented Century Intermediate Holding Company 2, the indirect parent of American Greetings Corporation, in connection with its issuance of $285 million aggregate principal amount of 9.750%/10.500% Senior PIK Toggle Notes due 2019 in a Rule 144A and Regulation S offering.

Frank Calandra, Inc. acquires McSweeney's
Jones Day advised Frank Calandra, Inc., a Pittsburgh-based global manufacturer of ground control technology for the mining, tunneling, and civil construction industries, in its acquisition of McSweeney's Inc.

Weiss Family acquires American Greetings for $878 million
Jones Day advised the Weiss Family in its take private of American Greetings Corporation for approximately $878 million, including assumption of company's 7 3/8% Notes due 2021, which will remain outstanding after the transaction, the repayment of borrowings under the company's revolving credit facility, and the settlement of stock options not held by the Weiss Family.

Additional Publications

  • 2014Tax Management Portfolio, coauthor, Boot Distributions and Assumption of Liabilities, No. 782-4th
  • December 2011CCH Corporate Business Taxation Monthly, Pennsylvania Natural Gas Industry
  • October 21, 2011Council On State Taxation, PA Natural Gas Industry, Issue 11-12
  • January 4, 2011Marcellus Shale: Will Pa. Impose A Severance Tax?, Law360.com
  • February 2003SEC Issues Final Rules on Auditor Independence
  • February 2002U.S. Income Tax Legislative Process
  • April 2001Establishing Reasonable Compensation
  • May 2000Current Valuation Issues, AALU Annual Meeting
  • April 24, 2000S Corporation Built-In Gains Tax and Reasonable Compensation --- Planning Opportunity or Pitfall?, Tax Management
  • October 1997Preservation of Wealth Upon the Disposition of a Closely-Held Corporation, Central Station Alarm Association, Annual Meeting

Speaking Engagements

  • March 8, 2018ASPIRE 2018 Smart Business Conference
  • May 14, 2014M&A Transactions, Council On State Taxation Regional Meeting
  • June 18, 20092009 Speaker Series: Captive Insurance and International Reinsurance
  • June 18, 20092009 Speaker Series: Captive Insurance and International Reinsurance
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