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 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 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. He also represents clients in significant sports valuation disputes.

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

  • 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.
  • Founding owner of professional sports team represented in multibillion dollar control sale valuation contract disputeJones Day advised founding owner in obtaining a multibillion dollar control sale valuation of a professional sports team in a principal owner contract dispute.
  • 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.
  • 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.
  • Celtic Healthcare and Allegheny Health Network complete joint venture to combine home health and hospice assets in western PennsylvaniaJones 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 AMFIREJones 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 SteelJones 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 ResinsJones 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.
  • 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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