Reorganization, Refinancing, and Acquisition of Major Healthcare Entity

Stoll Keenon Ogden represented a major healthcare services entity, its affiliated upstream and sister companies, its owners, and its founding management team in comprehensive reorganization, refinancing, and acquisition transactions totaling more than $300 million. The matters resulted in the closing of a senior secured term loan and revolving credit facilities secured by owned senior care facilities in four states with a 9-member syndicate of commercial banks; the requisition of waivers, consents and estoppels from various property lessors on leased senior care facilities in four states; restructuring of upstream holding companies and combination of two upstream ownership groups and boards of managers; the creation of a management company; the introduction of healthcare facility management agreements; the migration of payroll and benefits for more than 7,000 employees; the related restructuring of multiple lease and debt financing and supplier relationships; the creation and reorganization of multiple SPE organizations accompanied by extensive non-consolidation analysis and issuance of a substantive non-consolidation opinion to the lending syndicate; the exercise of purchase option and acquisition of multiple senior care facilities; the contribution of additional equity capital from the client’s majority owners; and the amendment and restructuring of multiple Master Lease and inter-creditor agreements.

Horse Farm Transactions

SKO has represented numerous domestic and international clients with the acquisition and disposition of premier horse farms and related properties throughout the United States.

Coal Investment & Financing Transaction

Represented a publicly traded client in a transaction to support the development of a longwall mining operation with a total investment in the project in a range of $400 – $525 million. The transaction featured several components, including a preferred equity investment, the acquisition and leaseback of reserves and surface rights, a coal handling and services agreement, and an equipment financing facility.

Sale of Natural Gas Production Interests

Represented sellers of significant natural gas production interests in a series of large transactions with strategic buyers. Included negotiation with multiple prospective purchasers, NDAs, due diligence, regulatory issues, negotiation and closing of all purchase-related agreements.

• Tools for Addressing and Avoiding Deadlock in 50-50 Entities, University of Kentucky’s Rosenberg College of Law 18th Biennial Business Associations Institute, KBA Business Law Section, Presenter, 2021
• Fiduciary Duties and Member Protections in Business Entity Law, 15th Biennal Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky College of Law, program planning co-chair and co-moderator, 2015
• Fiduciary Duties in Kentucky Business Organizations, Kentucky Bar Association Annual Convention, 2014
• 14th Biennial Business Associations Law Institute, Office of Continuing Education, University of Kentucky College of Law, program planning co-chair and co-moderator, 2013
• Choice of Entity Issues for Real Estate Ownership, presenter, 12th Biennial Real Estate Law Practice and Institute, Office of Continuing Legal Education, University of Kentucky, 2012
• Selected Merger and Acquisition Issues, co-presenter, 13th Biennial Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky College of Law, program planning co-chair and moderator, 2011
• Drafting M & A Agreements, panel participant, 12th Biennial Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky, College of Law, program planning co-chair and moderator, 2009
• Dispute Resolution and Fiduciary Duties Between Majority and Minority Business Owners, panel participant, 11th Biennial Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky, College of Law, program planning co-chair and moderator, 2007
• 10th Biennial Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky, College of Law, program planning co-chair and co-moderator, 2005
• 9th Biennial Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky, College of Law, program planning co-chair and co-moderator, 2003
• KBA Business Law Section 2003 Annual KBA Convention, program moderator2003
  Important Legal Considerations When Representing Today’s Business Clients, 2003
• Ten Danger Zones for Business Transaction Lawyers, co-presenter, 8th Biennial Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky, College of Law, program planning co-chair and co-moderator, 2001
• Kentucky Bar Association 2000 Annual Convention, co-presenter, 2000
• Securing Farm and Business Assets, 2000
• Selected Statutory Issues in Business Acquisitions, speaker, 7th Biennial Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky, College of Law, program planning co-chair and co-moderator of Saturday morning session, 1999
• Kentucky Bar Association Continuing Legal Education Commission, speaker in Lexington, Kentucky, 1997
• London District Bar Program: New Developments in Business and Commercial Law, 1997