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R. David Lester

Member, Lexington

David is a Member in Stoll Keenon Ogden's Lexington office and has been with the firm since 1975. He is a member of the Business Services practice where he serves as co-chair of the Healthcare practice and also focuses on Mergers & Acquisitions. David concentrates his practice in corporate law, business acquisitions, Uniform Commercial Code matters and healthcare law.

David is AV Preeminent® Peer Review Rated by Martindale-Hubbell®, is listed in The Best Lawyers in America®, recognized by Chambers USA and is honored as a Kentucky Super Lawyer. In addition, he was named Best Lawyers® Corporate "Lawyer of the Year" in Lexington for 2009 and 2015, and Best Lawyers® Mergers and Acquisitions "Lawyer of the Year" in Lexington for 2011. David has made seminar presentations and written about a number of business law topics. He was also part of the Kentucky Bar Association Joint Subcommittee on Limited Liability Company Legislation and the Kentucky Bar Association Committee to draft Chapter 271B (business corporations).

David is a member of the Fayette County, Kentucky and American Bar Associations. He is a past chair of the Business Law Section of the Kentucky Bar Association. He has also served as either chair or co-chair of the UK/CLE Biennial Business Association Law Institute since its inception. To give back to the community, David has provided free legal services to not-for-profit organizations. David is married with four children, he enjoys playing golf in his spare time.

Education
University of Kentucky College of Law
1975, J.D., High Distinction
Western Kentucky University
1970, B.S.
Admissions
Fayette Circuit Court
Fayette District Court
Kentucky Court of Appeals
Kentucky Supreme Court
U.S. District Court, Eastern District of Kentucky
United States Supreme Court
United States Tax Court

Recognition

  • AV® Preeminent™ Peer Review Rated by Martindale-Hubbell®
  • Listed in Best Lawyers in America®, Corporate Compliance Law, Corporate Governance Law, Corporate Law, Mergers and Acquisitions Law
  • Chambers USA, Leading Lawyer for Business, Corporate/M&A, 2014-2016
  • Kentucky Super Lawyer, Business/Corporate
  • Best Lawyers® “Lawyer of the Year,” Lexington, Corporate Law, 2015
  • Best Lawyers “Lawyer of the Year,” Lexington, Mergers & Acquisitions, 2011
  • Best Lawyers “Lawyer of the Year,” Lexington, Corporate, 2009
  • Order of the Coif
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Affiliations

  • UK/CLE Biennial Business Associations Law Institute, co-chair
  • Fayette County Bar Association
  • Kentucky Bar Association, chair of the Business Law Section, 2002-2003
  • American Bar Association
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Work Highlights

Sale of Natural Gas Production Interests

Represented sellers of significant natural gas production interests in 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.

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.

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. 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.

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.
Related Practices: Real Estate, Equine Transactional
News Publications Seminars
"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-moderator2015
"Fiduciary Duties in Kentucky Business Organizations," Kentucky Bar Association Annual Convention2014
14th Biennial Business Associations Law Institute, Office of Continuing Education, University of Kentucky College of Law, program planning co-chair and co-moderator2013
"Choice of Entity Issues for Real Estate Ownership," presenter, 12th Biennial Real Estate Law Practice and Institute, Office of Continuing Legal Education, University of Kentucky2012
"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 moderator2011
"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 moderator2009
"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 moderator2007
10th Biennial Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky, College of Law, program planning co-chair and co-moderator2005
9th Biennial Business Associations Law Institute, Office of Continuing Legal Education, University of Kentucky, College of Law, program planning co-chair and co-moderator2003
KBA Business Law Section 2003 Annual KBA Convention, program moderator2003
Important Legal Considerations When Representing Today's Business Clients2003
"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-moderator2001
Kentucky Bar Association 2000 Annual Convention, co-presenter2000
Securing Farm and Business Assets2000
"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 session1999
Kentucky Bar Association Continuing Legal Education Commission, speaker in Lexington, Kentucky1997
London District Bar Program: New Developments in Business and Commercial Law1997