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Banks & Financial Services

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Overview

Stoll Keenon Ogden has thorough and diverse experience in the financial field. We represent banks, institutions and a host of other businesses in matters ranging from small and simple to high-stakes and complex.

We assist clients in all types transactions, financial planning and restructuring, bankruptcy, consulting, governmental regulations, securities, lending, and mergers and acquisitions.

With a team as experienced and dedicated as ours, clients can put financial matters of virtually any size and nature in our hands. We are prepared to handle a wide spectrum of business and legal challenges on the financial front, and we make it our mission to maintain good rapport with our clients so that we never lose sight of their needs.

Our scope of services includes:

  • Corporate planning and governance
  • Bankruptcy and financial restructuring
  • Mergers and acquisitions
  • Regulatory and legal compliance
  • Investor and shareholder relations
  • Securities and lending
  • Business expansion
  • Employment and employee benefits
  • General consulting
  • Reporting and accounting

Work Highlights

Bankruptcy Litigation – Reverse Veil Piercing

Spradlin v. Beads and Steeds Inns, LLC, 516 B.R. 163 (Bankr. E.D. Ky. 2014).  Successfully argued that reverse veil piercing cannot be utilized by Chapter 7 trustee to permit fraudulent conveyance claims based on a transfer made by an entity owned by debtors.

Related Practices: Banking Litigation

Economic Incentives

Currently represent state economic development cabinet in the documentation and negotiation of tax incentives under the Kentucky Business Investment Program, the Kentucky Reinvestment Act and the Kentucky Jobs Development Act programs designed to assist companies in establishing or expanding operations in Kentucky.

Economic Incentives

Currently represent state economic development cabinet in the documentation and negotiation of incentives under the Kentucky Small Business Credit Initiative ,a state-sponsored program designed to generate jobs and increase the availability of credit to small businesses by reducing the risk assumed by participating lenders in Kentucky.

Dealer Floor Plan Financing

Represented bank in the documentation and negotiation of $46 million floor plan credit and a construction draw facility used to finance borrowing group’s automobile dealerships in Tennessee and Missouri.

Structured Finance

Currently represent bank in the documentation, negotiation, and administration of multiple revolving credit facilities totaling more than $11 million to a mortgage lender, each of which is secured by the collateral assignment of promissory notes, mortgages and assignments of rents and leases on residential and commercial properties  in Kentucky, Indiana, Ohio, Virginia, West Virginia and Florida. 

Commercial Real Estate Lending – Special Assets

Represented bank in the documentation and negotiation of forbearance and workout terms for multiple credit facilities totaling $18 million used by the borrower to finance commercial real estate properties in Florida, Indiana, Kentucky and Alabama.

Commercial Real Estate Lending

Represented bank in the documentation and negotiation of multiple credit facilities totaling $25 million used by real estate holding company to refinance outstanding indebtedness and for general working capital purposes related to warehouse facilities  in Louisville, Kentucky. 

Commercial Real Estate Lending

Represented bank in the documentation and negotiation of a $4.5 million secured credit facility used by a real estate holding company to acquire a shopping center in Washington County, Indiana.  Our representation included the negotiation of estoppel certificates and subordination and non-disturbance agreements on behalf of the bank with multiple national retailers.

Commercial Real Estate Lending – Construction Financing

Represented bank in the documentation, negotiation and participation of a $16 million credit facility used by the borrower to finance the acquisition, improvement and construction of a multi-unit apartment complex in Shelby County, Kentucky. 

Commercial Real Estate and Acquisition Lending

Represented bank in financing the acquisition and improvement of three real estate properties located in Southern Indiana by related obligor groups. The closings were documented, negotiated and closed simultaneously in careful coordination with multiple sellers and their respective counsel, existing lessees and real estate brokers.  

Commercial Real Estate Lending – Construction Financing and Multi-bank Participation

Represented bank in the documentation, negotiation and participation of a $48 million credit facility used by the borrower to finance construction of a pediatric hospital owned and operated by an affiliate of the University of Louisville.

Commercial & Industrial Lending

Represented bank in the simultaneous closing of multiple credit facilities totaling approximately $18 million used by various obligor groups – a sheet metal company and related entities – to refinance outstanding indebtedness and for general working capital purposes.

Commercial & Industrial Lending

Currently represent bank in the documentation and negotiation of multiple credit facilities totaling more than $18 million to a dental holding company and its 150 related entities used by the borrowing group for general working capital purposes and acquisition needs.

Commercial & Industrial Lending – Syndication

Represented Administrative Agent and Lead Bank in the documentation and negotiation of syndicated credit facilities totaling $45 million used by the borrowing group for overall corporate restructure, the acquisition and improvement of two river cruise ships to add to their existing fleet, the refinance of outstanding debt and for general working capital purposes.

Asset Based Lending

Represented bank in the simultaneous closing of four credit facilities totaling $29 million used by the borrowing group – a national steel company in Ohio and related entities – to refinance outstanding indebtedness, construct a warehouse facility and for general working capital purposes.

Private Activity Bonds

Served as bond counsel for two Kentucky public utilities for the issuance of $125 million and $96 million tax-exempt qualified private activity bonds. As qualified tender bonds, the respective financings were initially marketed with weekly or long-term interest rates.

Served as bond counsel for two Kentucky public utilities for the remarketing of several issues of tax-exempt qualified private activity bonds.

Related Practices: Banking

Revenue Bonds

Served as bond counsel for a Kentucky city for the issuance of $9.99 million tax-exempt revenue bonds to finance the costs of sewer system improvements.

Related Practices: Banking

USDA, RD Financings

Served as bond counsel for a regional water district for the issuance of $5 million tax-exempt revenue bonds purchased by USDA, RD to finance water system improvements.

Served as bond counsel for a Kentucky city for the issuance of $2.26 million tax-exempt revenue bonds purchased by USDA, RD to finance water and sewer system improvements.

Related Practices: Business Services, Public Finance

Banking

Furlong Development, LLC et al. v. United Bank and Trust Company, et al., Civil Action No. 11-CI-00111 (Scott Circuit Court)

SKO defended United Bank and Trust Company, in a lender dispute liability over bond proceeds that were in place to cover public improvements.  Steven argued the case before the Kentucky Supreme Court in February 2016 and won in a near unanimous, published decision.

Related Practices: Business Litigation

Commercial Real Estate Lending

Represented a Bank client in connection with credit facilities totaling $18 million to borrowing group to finance the construction of two multi-family apartment complexes.

Franchising

Represent independent franchisees in financing, franchisor relationships, contracting, construction, leasing and related matters.

Related Practices: Construction Law

Lender Liability Defense

Represented a Kentucky community bank in defense of a borrower’s claims related to his investment with another borrower. The bank won summary judgment on all claims.

Related Practices: Banking, Banking Litigation

Lender Liability Defense/Chapter 11 Bankruptcy

Obtained summary judgment from an Indiana federal court dismissing a lender liability action against a major regional bank and obtained dismissal of the borrower’s Chapter 11.

Related Practices: Banking, Banking Litigation

Commercial Foreclosure

Represented major regional banks and community banks in foreclosures of office buildings, shopping centers, golf courses, subdivision property, multi-family residential properties, warehouses, manufacturing facilities and others. He served as local council for the Special Servicer for the Trust in two CMBS loan foreclosure actions one of which involved indebtedness of $31 million dollares secured by a shopping center which was sucessfully completed in August 2017 and the other involving indebtedness of $17 million dollars secured by a student housing complex and which was successfully completed in May 2018.

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.

Trust Reformations- Delaware Directed Trusts

Represented a corporate trustee in amending multiple 1950s trusts to be directed trusts, transferring administration of the trusts to Delaware and obtaining a private letter ruling from the Internal Revenue Service to confirm the continuing applicability of the generation-skipping tax grandfathered exempt status of the trusts.

Related Practices: Tax

Equine Financing

Represented bank client in the documentation and negotiation of multiple secured credit facilities in excess of $20 million used to finance the obligors’ equine operations throughout the United States.

Commercial Real Estate Lending

Represented a U.S. multinational bank in a $25 million series of commercial real estate loans to a conglomerate operator of nursing homes in the Midwest.

Franchise Dispute, Lanham Act Violations & Personal Guarantees

This complex franchise dispute included claims that certain franchisees were in violation of their franchise agreements based on the management structure of the franchisees. The franchisor sought to terminate the franchises and recover monetary damages from the franchisees and personal guarantors. SKO successfully argued against the lawsuit taking place in the franchisor's home state. All claims, including claims against both the franchisee and the personal guarantors, were transferred to the home state of the franchisee and guarantors.

Estate Planning & Administration

SKO administers the estates of notable horsewomen and horsemen and is actively involved in planning estates in the shifting economic climate.

Abuse of Power of Attorney & Joint Account

SKO successfully represented a trust company appointed as conservator for an individual diagnosed with dementia who had millions of dollars taken from him by his attorney-in-fact (power of attorney) who also fraudulently created joint survivorship accounts. The individual also generated a will in his favor. SKO successfully voided the will and recovered more than $16 million in assets.

Breach of Contract, Fiduciary Duty & Trade Secrets Law

SKO represented four employees of an asset management firm employees who sought new employment at a bank and were sued by the asset firm to enjoin them from working for the bank. These employees were also sued for alleged breaches of contract, fiduciary duty, trade secrets law and for other torts. The four managers countersued the asset firm, contending that their 12-month resignation notice period was, in effect, an implied and improper non-compete provision because the employer would not let them perform their regular job duties during the notice period. The Federal District Court, following trial-like evidentiary hearings after expedited discovery, permitted the four employees to work for the bank without requiring them to serve their 12-month notice period. This successful injunction phase then precipitated almost five years of litigation concerning the alleged damages sustained by the asset firm due to the alleged “raid” of the four investment managers and some of their colleagues. After SKO had the case dismissed from Federal District Court on jurisdictional grounds, the asset firm re-filed the suit in New York state court. After years of additional discovery and other motion practice, including battles over experts and their testimony, cross-motions for summary judgment were filed, and the case was poised for trial. Less than 10 days before trial, the case as dismissed with no payment by SKO clients.

Contaminated Collateral

Successfully represented local lender regarding a defaulted loan secured by collateral that was contaminated and subsequently un-archived as a Superfund site.

Holding Company Loan and Preferred Stock Financing for Acquisition of Community Bank

Negotiated a loan and preferred stock financing by a larger financial institution for one-bank holding company to acquire a community bank. The preferred stock component involved negotiation with the Federal Reserve Board for approval of a possible change of control.

Purchase of Bankrupt Bookseller

Represented a bookseller enterprise in its acquisition of another bookseller's assets in Kentucky and Ohio in a Section 363 Bankruptcy sale.

Representation of Financial Institutions in Enforcement Actions

Representation of financial institution clients in negotiating with regulatory authorities about a proposed enforcement action, including formal cease and desist and consent orders and informal memoranda of understanding. Advising financial institutions regarding compliance with enforcement actions and regulatory compliance matters.

Related Practices: Banking

Representation of Financial Institution in Acquisition of Non-Bank Businesses

Representation of financial institution in acquisition of insurance agency and employment of agents.

Related Practices: Business Services, Banking

Bank Purchase of Outstanding Stock

Represented a bank in the purchase of all the outstanding stock of a trust company based in Danville, Kentucky.

Civil Money Penalty Defense

Representation of officers and directors of financial institutions in civil money penalty proceedings before the Office of the Comptroller of the Currency.

Formation of Bank Holding Company and Simultaneous Acquisition of Bank

Represented a group of private investors before the Federal Reserve Board to form a bank holding company to acquire a community bank. Negotiation and consummation of an agreement for the new holding company to acquire the community bank.

Kentucky Supreme Court Ruling & Selling of Interest

Successfully obtained a ruling from the Kentucky Supreme Court that enforced an oral contract between a beneficiary and the estate requiring the beneficiary to sell his interest with the estate’s interest in a bank.

Development Transaction for Coal Producer

Transaction to support the development of a longwall mining operation in Hamilton County, Illinois; initial investment at closing of $69.5 million, total investment in the project in a range of $400-525 million; SKO served as lead deal counsel, performed due diligence.

Acquisition of Coal Mine

Acquisition of Illinois Basin coal mine with 40 million tons of coal; SKO served as lead deal counsel, performed due diligence.

Suitability Claims 

SKO successfully represented a bank acting in a fiduciary capacity in pursuing suitability claims against a securities firm. The amount recovered for our client was approximately $10,000,000.

Financial Institution Acquisitions

Represented financial institutions in both sale transactions and acquisitions of other financial institutions.

Securities Fraud

SKO’s client was one of several defendants sued by a group of disappointed investors alleging securities law violations. SKO mounted an aggressive defense, and while the plaintiffs settled with other defendants, they agreed to simply dismiss their claims against SKO’s client.

Acquisitions & Syndications

SKO represented clients in the acquisition of significant breeding interests in five Thoroughbreds which became ranked among the 10 leading sires of 2011 as well as three of the past six winners of the Kentucky Derby.  SKO continued to be active in the syndication of stallions rotating between hemispheres, including stallions rotating between Europe and Australasia, the United States and South America, and the United States and Australia, and the related tax issues involved.

Recapitalization and Restructuring of Financial Services Compliance Firm

Represented financial services compliance firm in all aspects of recapitalization and sale of multiple series of securities to private equity firm and other stockholders.

Related Practices: Business Services

Sale of Financial Services Technology Business to Private Equity Firm

Represented sellers in negotiating and closing the sale of major high technology, financial services business.  Included confidentiality and non-disclosure agreements, review of competing proposals by prospective purchasers; due diligence; negotiation and closing of all purchase agreements with well-known private equity firm buyer.

Related Practices: Business Services

INDUSTRY INVOLVEMENT

American Bankruptcy Institute

Kentucky Bankers Association

CARE Program

Financial Executives International

Kentucky League of Cities

Louisville Bar Association, bankruptcy section

National Conference of Bankruptcy Judges

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