Francis A.Muracca II (Fran)

Partner

Pittsburgh + 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, including captive insurance risk distribution. 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 business owners on wealth preservation and on integrated succession and governance planning, including maximizing wealth through liquidity, diversification, and derivative initiatives.

Fran advises significant private entities and leading middle market manufacturing companies. He also advises principal owners of professional sports teams on valuation, ownership rights, and structure. Fran sustained a multibillion valuation of an NFL team in an ownership dispute.

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 iconic sports brands, regional and national private business owners against challenges raised by the IRS involving unreasonable compensation, the valuation of 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 and the Hockey Sticks Together Foundation, a USA Disabled Hockey organization. He is a 2017 Jefferson Awards Foundation recipient.

Experience

  • Iconic international sports enterprise successfully represented in business valuation disputeJones Day successfully represented an iconic international sports enterprise in a business valuation dispute before the Internal Revenue Service resulting in a tax refund rather than an substantial assessment.
  • NHL minority owner represented in partial sale of NHL teamJones Day represented a minority owner in a partial sale of their interests in a NHL team.
  • Bad Boy receives investment from The Sterling GroupJones Day advised Bad Boy, Inc., a leading manufacturer of high-performance zero-turn riding lawn mowers, in its cash and stock sale to The Sterling Group.
  • HOERBIGER Group acquires Deublin CompanyJones Day advised HOERBIGER Group, a privately-held industrial company headquartered in Switzerland, on the acquisition of Deublin Company, the leading manufacturer of rotating unions in the world.
  • NEP Group acquires SOS Global ExpressJones Day advised NEP Group in its acquisition of SOS Global Express, an independent international freight forwarding and full-service logistics company that specializes in supporting clients in broadcast, entertainment, music, and professional sports teams and leagues.
  • NEP Group acquires Aerial Video SystemsJones Day advised NEP Group in its acquisition of Aerial Video Systems, the Burbank, California-based provider of a range of HD wireless camera systems, aerial productions, and mobile audio and video RF solutions for sports, entertainment, and film clients.
  • Founding owner of professional sports team successfully represented in multibillion dollar ownership valuation disputeJones Day successfully represented a founding owner of professional sports team in a multibillion dollar ownership valuation dispute, recovering 100% of the claim at issue.
  • Tecum Equity Partners acquires Pinnacle CranesJones Day acted as tax and finance counsel to Tecum Equity Partners in the acquisition of Pinnacle Cranes, a crane service company.
  • Western Allegheny Capital acquires Oberg IndustriesJones 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 QualDermJones 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 TechnologyJones 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 IndustriesJones 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 IndustriesJones 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 ContainerJones 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 billionJones 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 TechnologyJones 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 InternationalJones 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 ventureJones 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 WorksJones 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.
  • Speaking Engagements

    • March 8, 2018
      ASPIRE 2018 Smart Business Conference
    • February 20, 2018
      Jones Day's 2018 Speaker Series: The Tax Cuts and Jobs Act of 2017
    • May 14, 2014
      M&A Transactions, Council On State Taxation Regional Meeting
    • February 14, 2013
      Jones Day Regional Energy Conference, Harnessing Regional Opportunity in the new Energy Economy
    • June 18, 2009
      2009 Speaker Series: Captive Insurance and International Reinsurance
    • June 18, 2009
      2009 Speaker Series: Captive Insurance and International Reinsurance
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