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Banking

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OVERVIEW

Stoll Keenon Ogden’s Banking practice provides a variety of services to financial institutions. Our attorneys’ years of experience in the industry allow us to serve clients effectively and efficiently. Our scope of services includes representing clients with respect to:

  • Acquisition and sale of community banks and bank-holding companies
  • Purchasing and selling branch banking offices
  • Assisting with raising capital
  • Complying with regulatory requirements
  • Negotiation in informal and formal enforcement actions by regulators
  • Converting institutions from national to state banks
  • Reorganizing holding companies, including transition to Subchapter S status
  • Forming new community banks
  • Holding company loans
  • Drafting and revising loan participation agreements
  • Responding to civil money penalty proceedings

Our Banking attorneys who provide these services come from a variety of legal disciplines, including lawyers well-versed in banking regulations, mergers and acquisitions, and securities offerings. While each attorney has significant experience in commercial lending transactions, commercial loans are a focus of attorneys in our Corporate Finance & Lending practice and our Real Estate practice.

Work Highlights

Structured Finance; Real Estate Financing

Represented bank client in the documentation, negotiation and participation of the simultaneous closing of $40 million credit facility used by the borrower to finance accounts receivable and inventory in connection with its manufacturing business located in Tennessee, and a $6 million real estate facility used to acquire certain real property located in Tennessee.

Real Estate and Construction Finance – Multi-Purpose Commercial Space

Represented bank client in connection with its financing of a $100 million multi-purpose development located in downtown Lexington. The project included the construction of an underground parking garage, office building, residential suites and commercial space.

Real Estate Finance – Medical Office Building

Represented bank client in the documentation, negotiation and participation of a $48 million credit facility used by the borrower to finance the construction of a pediatric hospital owned and operated by an affiliate of the University of Louisville.  SKO represented the bank in the subsequent semi-permanent financing for the credit facility, which was closed in April 2017, and is currently serving as both bank and bond counsel in connection with the conversion of the existing credit facility to a tax exempt facility.

Commercial & Industrial Lending

Represented bank client in the documentation, negotiation and participation $12 million cred facility used by borrowing group to finance accounts receivable and inventory in connection with its tobacco and concenience store operations.

Commercial & Industrial Lending

Currently represent bank in the documentation and negotiation of multiple credit facilities totaling more than $25 million to a dental holding company and its 150 related entities used by the borrowing group for general working capital purposes and acquisition needs.

Real Estate Finance – New Market Tax Credit Financing

Represented bank client in connection with financing to a national non-profit organization utilizing new market tax credits to finance the construction of an 80,000 square foot facility including a primary care health facility, youth and community outreach venues, health and wellness areas, and administrative offices in Evansville, Indiana.

Real Estate Finance – Hospitality

Represented bank client in the documentation, negotiation and participation of a $26 million credit facility used by the borrower to finance the improvement and construction of an AC Hotel by Marriott and 196 unit parking garage located in Louisville, Kentucky.  SKO’s representation included negotiation and documentation of a multi-level intercreditor agreement among the subordinated lending group, one of which provided financing under the EB-5 investment program.

Real Estate Finance – Entertainment

Represented bank client in the documentation and negotiation of two credit facilities totaling $20 million used by the borrowing group to finance the acquisition, improvement and construction of movie theater complexes located in Texas.

Real Estate Finance – Multi-Family

Represented bank client in the documentation and negotiation of a $26 million credit facility used by the borrower to finance the acquisition, improvement and construction of a multi-unit apartment complex located in Jeffersonville, Indiana.

Floor Plan and Real Estate Finance – Automobile Dealerships

Represented bank client in the documentation and negotiation of a $70 million floor plan credit and related real estate facilities used to finance the borrowing group’s automobile dealerships located in Pennsylvania.

Syndication

Represented administrative agent and lead bank in the documentation and negotiation of syndicated credit facilities totaling $57 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.

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

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.

Contaminated Collateral

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

Bank Purchase of Outstanding Stock

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

Public Tender Offer

Representation of public issuer in a “Dutch Auction” self-tender offer for approximately $17 million in a NASDAQ listed common stock.

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.

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

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.

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.

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.

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

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.

Financial Institution Acquisitions

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

INDUSTRY INVOLVEMENT

Kentucky Bankers Association

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