David is a Member in Stoll Keenon Ogden’s Lexington office and has been with the firm since 1975. He serves clients primarily through the Business Services practice, where he focuses on corporate law, business acquisitions, Uniform Commercial Code matters and health care transactions.
Sought out by clients and the legal community for his substantial expertise in corporate law, David was part of the Kentucky Bar Association Joint Subcommittee on Limited Liability Company Legislation and the Kentucky Bar Association Committee that drafted Chapter 271B (business corporations). He is past chair of the Business Law Section of the Kentucky Bar Association, and has served as either chair or co-chair of the UK/CLE Biennial Business Association Law Institute since its inception.
For his many legal accomplishments over the course of his career, David has been honored with multiple recognitions, including a “Lawyer of the Year” distinction from Best Lawyers in America® for three separate years.
Business Services: David concentrates on mergers and acquisitions among Kentucky-based businesses. He also advises on a variety of other transactional matters for businesses in the private sector, as well as entities in the equine and health care industries.
Mergers & Acquisitions: Drawing on his significant experience in this specialty practice area, David negotiates agreements and offers advice on transaction structures to deal with regulatory, tax, contractual or other concerns.
Health Care: David guides and assists physician groups, assisted-living facilities and other medical providers in operational, sale and restructuring procedures.
Securities & Corporate Governance: David is well versed in the complexities and compliance issues involved in finance transactions undertaken to facilitate the growth of businesses. In one case, he represented a publicly traded client in a transaction to support the development of a longwall mining operation with a total project investment ranging from $400-$525 million.
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.
SKO has represented numerous domestic and international clients with the acquisition and disposition of premier horse farms and related properties throughout the United States.
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.