Mergers & Acquisitions

Stoll Keenon Ogden’s Mergers and Acquisitions Practice is comprised of attorneys with the knowledge and experience to assist you with the purchase or sale of any type of business.

Some of the areas of experience involved include the following:

• Negotiation of agreements related to confidentiality, exclusivity, and nonsolicitation of employees
• Establishment of auction sale procedures
• Data room organization and posting
• Letters of Intent
• Hart-Scott-Rodino filings
• Due diligence
• Advice regarding transaction structure in order to deal with regulatory, tax, contractual or other concerns
• Asset Purchases, Stock Purchases, Mergers, Spin-offs
• Employment, Consulting and Noncompetition Agreements
• Settlement of post-closing purchase price adjustments
• Agreements for post-closing business transition services

In addition to working on acquisitions in a variety of manufacturing, distribution, retail and service industries, the team has experience in dealing with other specialized types of acquisition transactions, such as:

• Purchase of businesses involved in U. S. Bankruptcy Court proceedings, in conjunction with members of the Firm’s Bankruptcy, Financial Restructuring and Workouts Group
• Purchase of minority interests
• Purchases by Employee Stock Ownership Plans (ESOPs)
• Redemptions of a company’s stock (often to effect change in ownership from one generation to another)
• Purchases of businesses having assets and operations located in more than one country – including transfers of foreign subsidiaries, real estate, trademarks and employees.  Our membership in Meritas provides us with efficient access to commercial counsel in many other countries to assist with advice on and compliance with applicable laws and regulations.

Recent Practice Highlights

SKO represented Hail & Cotton, Inc. in its May 2011 purchase of the shares of CdF International Holdings NV, a company headquartered in Utrecht, The Netherlands.  CdF and its subsidiaries are major suppliers of tobacco to the cigar and smokeless products industry.  The transaction involved operations located in Brazil, Cameroon, Columbia, Dominican Republic, Indonesia, Paraguay and The Philippines, with subsidiaries located in those and other jurisdictions.

In April 2011, SKO represented Brown-Forman Corporation in the sale of its Hopland, California based wine brands to Viña Concha y Toro S.A. of Santiago, Chile.  The purchase price was $238 million. This transaction was structured as a stock purchase.

In April 2011, SKO represented Booksellers Enterprises, LLC in its acquisition of the Joseph-Beth Booksellers assets in Kentucky and Ohio in a Section 363 Bankruptcy sale.

In the fall and winter of 2010, SKO represented Whitaker Bank, Inc. in the purchase of all the outstanding stock of Kentucky Trust Company, Danville, Kentucky.

In the fall of 2010, the firm represented the owners of the Fire King Companies, which manufacture fire proof file cabinets, safes and other security products, in the sale of the Companies to Pfingsten Partners.

SKO represented the owners of International Systems of America, Incorporated in the September 2010 merger with an affiliate of Gen Cap America, Inc.  ISA is in the business of installing and servicing fire, energy and security monitoring systems for governmental customers.

SKO represented Bramco, Inc. (holding company for Brandeis Machinery & Equipment and Power Equipment Co.) in its July 2010 acquisition of the business of JFT Precision Fabrication, a Shepherdsville, Kentucky based business that designs, fabricates, installs and maintains aggregate processing and handling equipment.