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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

Representation of Financial Institutions in Enforcement Actions

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

Related Practices: Banking

In re Financial Holdings, Inc.

Case No. 15-51187, United States Bankruptcy Court for the Eastern District of Kentucky – Adam Back led a Stoll Keenon Ogden team representing a bank holding company in its Chapter 11 bankruptcy, the first of its kind in Kentucky. The ownership of the bank was successfully sold via a Section 363 sale which allowed the bank to continue operations.

Fed. Ins. Co. et al. v. Woods (In re Woods)

558 B.R. 164 (Bankr. W.D. Ky. 2016) – In a bankruptcy adversary proceeding, Adam Back obtained summary judgment as to liability and nondischargeability under Section 523(a)(6)—the discharge exception for willful and malicious injury to property—due to debtor’s theft from his employer. After entry of summary judgment, the parties agreed to a judgment amount of  $996,200 in favor of Adam’s clients.

Sale of Bank Holding Company/Bank

Represented a bank holding company in the sale of ownership by means of a merger transaction.  We handled all aspects of the transaction for our client, including negotiation of the definitive merger agreement and related closing documents, preparation of proxy statement to obtain shareholder approval, and working with the buyer to obtain regulatory approvals.

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 convenience 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.

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. SKO served as local counsel for the Special Servicer for the Trust in two CMBS loan foreclosure actions one of which involved indebtedness of $31 million dollars secured by a shopping center which was successfully 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.

Mergers and Acquisitions

Represented dozens of financial institutions in both sale transactions and acquisitions of other financial institutions in transactions ranging in size from $7,000,000 to $500,000,000. Represented other non-financial institution buyer and seller, including recent biotech seller in a $250,000,000 transaction.

Contaminated Collateral

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

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.

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.

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

Public Tender Offer

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

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.

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.

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.

Trust Company

Represented a bank in the purchase of all the outstanding stock of a trust company.

Venture Capital

Represented several early-stage companies in debt and equity venture capital infusions.

Related Practices: Banking, Public Finance

Section 363 Proceedings

Represented both back holding agencies and energy companies in assist sales under section 363 of the United States Bankruptcy Code.

Related Practices: Banking

INDUSTRY INVOLVEMENT

Kentucky Bankers Association

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