Richard F. Tracanna
Chair, Tax Practice Group
He / Him / His
Overview
Focusing his practice on corporate, partnership and real estate taxation, Richard is experienced in the tax aspects of corporate reorganizations and restructurings, tax-free exchanges, acquisitions and divestitures, partnership and joint venture formations, restructurings and syndications, securitization, IRS audits, and executive compensation matters.
Richard is a member of the Tax Section of the American Bar Association and has spoken at The Cleveland Tax Institute and at seminars sponsored by the Council of Smaller Enterprises, Enterprise Development, Inc., and the American Institute of certified public accountants. He also has taught a course on corporate income taxation at the University of Akron for its graduate tax program.
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Experience
Represented Sequoia in its add-on asset purchase of Karpas Strategies, LLC, a wealth advisory firm.
Represented Sequoia in its add-on acquisition of AltruVista, LLC, a wealth management advisor.
Represented Sequoia in its add-on asset purchase of Karpas Strategies LLC, a wealth advisory firm.
Represented Sequoia in its add-on acquisition of AltruVista LLC, a wealth management advisor.
Represented Noble Rock Software in its strategic investment in Energy Worldnet, a leading provider of legally mandated Operator Qualification SaaS solutions for the gas pipeline, utility, and telecommunications industries.
Represented the ownership team of Premier Produce One, Inc. in its sale to an affiliate of Shore Capital Partners, the purchase price of which was paid in a combination of cash and rollover equity. Benesch served as co-counsel on the transaction and advised certain owners on employment matters. Representation and warranty insurance was secured for the benefit of both parties.
Represented Cyprium Investment Partners in connection with the refinancing of Remprex, Inc. This refinancing transaction involved the participation of both new and existing investors, including BTG Pactual U.S. Private Credit Investments.
Represented Petauri, a portfolio company of Oak Hill Capital, in its acquisition of Formulary Insights, a market access services provider in the pharmaceutical and life sciences industry.
Represented Gridiron Capital in the sale of Foundation Wellness, a leading consumer wellness platform that designs, manufactures, markets, and sells high-value branded wellness products, to Bansk Group.
Represented Trivest in the platform acquisition of Province, a leading and nationally recognized restructuring and advisory firm.
Represented Sequoia Financial Group, a leading financial service firm, in its acquisition of Karpas Strategies, a prominent wealth management firm.
Represented a private equity sponsored buyer in its acquisition of a provider of medical communications, marketing and education services.
Represented Loar Holdings Inc., a diversified manufacturer and supplier of niche aerospace and defense components, in its acquisition of Applied Avionics, Inc., a manufacturer of highly engineered avionics interface solutions catering to the aviation industry, valued at $385 million.
Represented a private equity-back manufacturer of machine tools in its acquisition of a manufacturer of plastic injection molding & precision machined components for telecom equipment.
Represented a public, world-leading polymers group in its acquisition of a provider of high-quality thermoplastic elastomers for all size orders across the United States.
Represented a global leader in labeling and packaging materials in its acquisition of a leading provider of sports apparel customization & retail experience technology.
Represented a publicly listed global manufacturer in the acquisition of a North America-based manufacturer of industrial motion components primarily used in the energy industry.
Represented Weinberg Capital Group in the sale of the Alex N. Sill Company, a leading public insurance adjusting firm in North America with offices through the U.S. and Canada, to Levine Leichtman Capital Partners.
Represented Vantiv, a leading provider of payment processing services and related technology solutions, in its acquisition of Moneris Solutions USA.
Represented Arsenal Capital Partners’ acquisition of Plasticolors, Inc. In this case, a new entity called Plasticolors Acquisition Corporation was set up and merged in Plasticolors, Inc., with Plasticolors, Inc. being the surviving corporation and whose name was then changed to Chromaflo Technologies Corporation.
Represented Continental Automotive, Inc. in the acquisition of a major stake in Zonar Systems.
Represented Altus Capital Partners II, L.P. in the acquisition of Nichols Portland, a division of Parker Hannifin Corporation. Team handled all aspects of the acquisition – the acquisition itself and the equity and debt financing of the acquisition.
Advises and assists clients (both private and public) with structuring, analyzing, negotiating and documenting a wide variety of corporate, partnership, limited liability company and venture capital fund formation, acquisition, disposition, financing, restructuring, investment, merger, spin-off and reorganization transactions, as well as like-kind exchange transactions.
Benesch served as counsel to buyer KB Holding Inc. in the acquisitions of Kings Food Markets and Balducci’s Food Lover’s Market from Angelo, Gordon & Co. and MTN Capital Partners LLC.
Both Kings and Balducci’s are well-established East Coast brands in high-end food retailing. Kings serves as an upscale grocery chain and Balducci’s a gourmet specialty food shop.
KB Holding Inc. is a Delaware-based investment firm affiliated with GSSG Capital, a global diversified private holding company with offices in New York, Europe and the Middle East.
Terms of the transaction were not disclosed.
Represented Nationwide Appraisal Services in the selling of 65% of its LLC membership interests to Corridor Capital.
Represented HighTower, one of the nation’s largest Registered Investment Advisors, in a recapitalization agreement under which private equity firm Thomas H. Lee Partners, L.P. (THL) acquired a significant stake in HighTower, and certain existing institutional investors sold their equity interests in HighTower. THL also committed to investing an additional $100 million of new growth equity capital after the closing.
Represented Trident Capital in the sale of MedSave.
Advises and assists clients (both private and public, and both corporate and non-corporate) in designing, documenting and implementing an equity-based compensation program (i.e., a program involving stock, options, “profits interests”, phantom equity interests, stock appreciation rights, etc.) for their employees
Represented Seven Point Equity Partners in their acquisition and recapitalization of Medin Corporation.
Represented InfoAccess, LLC, a global provider of an e-invoicing service solution with more than 16,000 customers in over 50 different countries, in the sale of all its assets to Concentric Collective Business Systems.
Represented Worldpay in its acquisition of Moneris Solutions, Inc. from Moneris Solutions Corporation for $425 million.
Representation of LeafFilter, a provider of gutter guards for homeowners in North America, in its sale to Gridiron Capital, LLC.
Representing HighTower Holding in its acquisition of Wealth Trust, a Houston-based RIA aggregator, with over $6 billion in client assets.
Represented Fidelity Voice and Data in its sale to Fusion Telecommunications International.
Represented Prairie Capital in the sale of its portfolio company, TeacherMatch to PeopleAdmin, Inc.
Advised and assisted clients in regard to federal and state tax controversies.
Represented ACU-Serve received a majority growth investment from a private equity firm specializing in investments in financial services, business services and financial technology companies.
Represented Qualus Power Services, a portfolio company of New Mountain Capital, in its acquisition via merger of GridBright, a leading power industry technology solutions firm.
Represented Sequoia Financial Group, LLC, a financial planning wealth management, and asset management firm, in its acquisition of Affinia Financial Group LLC, a wealth manager offering a specialty practice dedicated to special needs financial planning
Represented Sequoia Financial Group, LLC, a financial planning, wealth management, and asset management firm, in its acquisition of Cirrus Wealth Management.
Represented the buyer in its acquisition of a developer of metal injection molded components.
Represented Stonehenge Partners in its sale of its portfolio company, PPM Technologies, a leading manufacturer of high-quality conveying, coating, and thermal equipment, to Duravant LLC, a portfolio company of Warburg Pincus and Carlyle.
Represented SpringBig Holdings, Inc. (“springbig”) (NASDAQ: SBIG), a leading provider of SaaS-based marketing solutions, consumer mobile app experiences, and omnichannel loyalty programs to the cannabis industry, in the closing of a public offering of 13,061,014 shares of its common stock at an at-the-market public offering price of $0.3037. The offering raised approximately $3 million in gross cash proceeds and, in addition, approximately $1.0 million of existing convertible notes were cancelled in exchange for shares in the offering at the public offering price, which springbig intends to use for working capital and general corporate purposes.
Represented Yusen Logistics in its acquisition of Taylored Services, a multichannel third-party logistics fulfillment organization, from private equity firm Saybrook.
Represented Weinberg Capital Group in the sale of its interest in North American Kitchen Solutions, Inc. (dba Hoodmart).
Represented Gridiron Capital, LLC in its growth investment in Legacy Service Partners, LLC, a leading provider of residential heating, ventilation, and air-conditioning (HVAC), plumbing, and electrical services.
Represented Meridian Adhesives Group, a leading producer of high-performance advanced adhesives for electronics, infrastructure, and industrial end markets, in its sale to American Securities, a leading U.S. private equity firm.
Represented SC holdings, an investment firm, in its follow-on majority growth investment in Transmit.live, a market-leading streaming advertising technology platform, from an investor group led by a fund managed by LionTree, a global merchant bank with expertise in media and technology.
Represented SC Holdings and other investors in their purchase of a Major League Pickleball team.
Represented Wilderness Trail Distillery, a premium artisan bourbon distillery, in the sale of 70% of its membership interests to Campari, a Milan-based Italian Spirits group, for $600 million in enterprise value.
Represented a physician, practice, and Ambulatory Surgical Treatment Center (ASTC) focused on in vitro fertilization (IVF) and assisted reproductive technologies (ART) services in a sale to one of the nation’s fastest-growing physician-centric fertility care platforms.
Represented a seller in its sale of equity, equity rollover and real estate for its alloyed and precious metals and adhesives manufacturing company to west coast private equity firm, where the work earned Benesch the opportunity to continue on as counsel for future add-on transactions.
Represented Signet Jewelers, the world’s largest retailer of diamond jewelry, in its acquisition of Diamonds Direct USA Inc., a direct-to-consumer destination retailer, for $490 million.
Represented Sequoia Financial Group, LLC, a registered investment advisor with $15+ billion in client assets, in both of its minority equity investment transactions, first with Kudu Investment Management, LLC (Kudu), an independent provider of long-term capital solutions to asset and wealth managers worldwide, through a strategic investment, and then with Valeas Capital Partners, a private equity fund with a focus on asset and wealth management businesses.
Represented Stein Holdings, Inc. in its sale of Stein, LLC and Stein Mill Services, LLC to TMS International, a leading provider of outsourced industrial services to steel mills globally.
Represented Gridiron Capital, LLC in its investment in Erie, a leading direct-to-consumer residential products and services company.
Represented The J. M. Smucker Company in the sale of its natural and organic beverage and grains businesses to Nexus Capital Management LP in a cash transaction valued at approximately $110 million.
Represented Persona Signs in receiving a majority investment from Exeter Image Holdings, a portfolio company of Exeter Street Capital Partners, a private equity firm.
Represented Lighthouse Behavioral Health Solutions in its recapitalization by Amulet Capital Partners, a private equity firm.
Represented a health-insurance advisor in the sale of its business to a strategic acquirer.
Represented Stellex Capital Management, a middle market private equity firm with offices in New York and London, in its acquisition of Custom Glass Solutions from Guardian Industries.
Represented McCarthy Capital in its substantial minority investment in Smartlink, a provider of wireless infrastructure asset inventory and management, network services, network real estate, and IT staffing.
Represented springbig, the largest loyalty and marketing automation platform to serve the cannabis Industry, in entering into a definitive agreement for a $500 million de-SPAC transaction resulting in springbig being listed on Nasdaq through a merger with Tuatara Capital Acquisition Corporation. The merger accelerated springbig’s visions to serve cannabis brands by consolidating a highly fragmented cannabis technology ecosystem across loyalty, data analytics, advertising, and other areas influencing consumer experience and marketing effectiveness.
Represented the buyer in its acquisition of a company engaged in the planning, funding, constructing, and operating of broadband networks in rural Ohio.
Represented the seller, a leading supplier in the natural cosmetics industry, in the sale of its business.
Represented Gridiron Capital Partners in its divestiture of Rough Country, a leading provider of branded aftermarket performance-enhancing products and accessories, to TSG Consumer Partners.
Represented a private equity buyer in its acquisition of a provider of consulting, staffing and compliance services for higher education institutions.
Represented sellers in the sale of their industrial and commercial plumbing and HVAC service businesses.
Represented the seller in the disposition of the world’s leading manufacturer of Polygraph instrumentation and equipment to private equity.
Represented Signet Jewelers SIG (NYSE) in its acquisition of a jewelry subscription and retail business, Rocksbox.
Represented the buyer in its acquisition of a German provider of data and software-based anti-financial crime compliance solutions.
Represented the buyer in its acquisition of a UK provider of data and software-based anti-financial crime compliance solutions
Represented the CEO and COO of an automotive products manufacturer during its acquisition by a private equity firm in connection with their employment agreements as well as their investments in the company.
Represented Provariant in its recapitalization of Midwest Equipment Sales (MWE). Provariant is a private equity sponsor consisting of four industry veterans. Its investment in MWE represents the first institutional capital in MWE since its founding and also represents the first platform investment for Provariant. MWE is a nationwide resource for compact equipment parts and accessories and outdoor power equipment.
Represented Myers Industries in its acquisition of Tuffy Manufacturing Industries, Inc. Tuffy is a distributor of tire repair equipment and supplies to tire dealers, retreaders and trucking fleets. Myers Industries, Inc. is an international manufacturer of polymer products for industrial, agricultural, automotive, commercial and consumer markets.
Represented leading provider of component parts for aircrafts in its stock acquisition of a leader in aviation safety and flight performance systems.
Represented seller in the sale of its business to a strategic buyer in a Representation and Warranty Transaction.
Represented Gridiron Capital in its acquisition of AML RightSource — a Cleveland-based provider of anti-money-laundering, Bank Secrecy Act and related financial crime-fighting services — from its prior private equity owner, New York’s Clarion Capital.
Represented Gridiron Capital Partners in its initial platform acquisition of Jacent Strategic Merchandising, a provider of strategic impulse, in-line and check stand, merchandising products and solutions to retailers.
Represented Petmate, a portfolio company of Olympus Partners, in its acquisition of PetQwerks, a manufacturer and distributor of alternative rawhide pet chews and treats.
Represented Foundation Software, the leading national software developer for accounting services in the construction industry, in its acquisition by Thoma Bravo, a leading private equity investment firm.
Represented Sequoia Financial Group in a minority stake equity issuance to a leading investment advisory firm.
Represented the Seller in its disposition of a leading provider of glass and window fabrication systems and software solutions to private equity.
Represented the founder in the sale of his die-cutting and non-metallic fabrication services business to private equity.
Represented the sellers in the sale of ALICE Training Institute, an active shooter training solution and preparedness education program for organizations.
Represented the buyer in its acquisition of a manufacturer and distributor of piston sealing, retaining and snap rings.
Represented the seller in the disposition of its engineered sealing solutions business.
Represented Mirai, Inc. in the sale to Canon of 70% of the membership interests of its subsidiary, Quality Electrodynamics, LLC, a company engaged in development, manufacture, sale and provision of technical services for medical equipment.
Represented HEXPOL in its acquisition of Preferred Compounding, a provider of proprietary and custom mixed rubber compounding, from Audax Group.
Represented the buyer in its acquisition of business assets related to the seller’s food catering and serving products and accessories and entry into a supply agreement related thereto.
Represented the buyer in the acquisition of a manufacturer of conveyor systems and food processing equipment for the food production industry.
Represented Slate Capital in its acquisition of Horizon Facilities, a provider of staffing services to rental car companies.
Represented Werner Co. in its acquisition of Daws Manufacturing from the Daws family. Daws is a leading manufacturer of truck boxes and integrates well with Werner’s global manufacture of access products, storage systems, fall protection, ladders, and light-duty construction equipment.
This transaction won Private Equity Deal of the Year ($100mm-$250mm) by the 18th Annual M&A Advisor Awards. “The award recipients represent the finest in the M&A industry in 2019 and earned these honors by standing out in a group of extremely impressive finalists,” said Roger Aguinaldo, Founder of The M&A Advisor. “From lower middle market to multi-billion dollar deals, we are recognizing the leading transactions, firms and individuals that represent the highest levels of achievement.” The 18th Annual M&A Advisor Awards Gala honored the professionals whose activities set the standard for M&A transactions. This year, over 200 nominees, representing over 500 companies, became finalists for the awards.
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Credentials
Education
- Beta Gamma Sigma
- Beta Alpha Psi
- Sophomore Advisory Council
- summa cum laude
- Law Review
- with honors
- American Jurisprudence Award
Clerkships and Bar Admissions
More
- Member, Ohio State Bar Association
- Member, Cleveland Metropolitan Bar Association
- Former Board Member, Cleveland Sight Center
- Listed, Chambers USA Leading Lawyers, Tax, 2022-2025
- Listed, The Best Lawyers in America®, Tax, 2013-2026
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AV® Rated, Martindale-Hubbell Peer Review
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