Business Contract Analysis
We regularly review issues related to distillation agreements, warehousing agreements, warehouse receipts - both as to development forms and revisions to address specific issues raised by customers. Also, our team has provided consultation on regulatory issues and other agreements.
Business Contract Analysis
Completed comprehensive review and revision of purchase and supply agreements for large automotive parts manufacturing company client to provide increased protections and bargaining power
Corporate Communication Development
Crafted internal messaging for large manufacturing client, including emails, presentations, and documentation, and revised internal policies and procedures to incorporate related changes to employee benefits program
Merger of Publicly Held Utility
Ken and Katharine represented Delta Natural Gas Company in its merger with an affiliate of Pennsylvania-based Peoples Natural Gas. Prior to merger, Delta’s enterprise value was approximately $270 million. Representation in the merger from inception through closing included:
- Advising Delta’s Board of Directors on its fiduciary duties in the merger
- Assisting in the engagement of investment bankers
- Advising on a bid process as a market check
- Preparing confidentiality and standstill agreements with bidders
- Evaluating bids
- Preparing and negotiating the definitive merger agreement
- Preparing Delta’s proxy statement, shareholder materials, SEC filings and Forms 8k
- Negotiating settlements of shareholder putative class action lawsuits filed after the merger was announced
Innovative Financing
As the Covid-19 pandemic began and the need for PPE became urgent, a local manufacturer contracted with the state to manufacture hand-sanitizer. However, the manufacturer did not have the capital to acquire the additional raw materials and packaging. A SKO client agreed to provide financing, and Tom Rutledge agreed to on a pro-bono basis prepare the necessary financing documents. Applying his knowledge and experience in financing and the Uniform Commercial Code, an arrangement was put in place that protected our client notwithstanding the interests of pre-existing lenders.
Intellectual Property Protection
Drafted and prosecuted patents in the fields of biotechnology, medical devices, scanning and imaging technology, and artificial turf technology.
Successfully prosecuted applications for U.S. Patent No. 9,784,571 (Method and Apparatus for 3D Imaging Workpiece) and U.S. Patent No. 10,130,717 (LHRH-Platinum Conjugates for Treating Reproductive Cancers).
Drafted and successfully prosecuted copyright applications for literary works, software, photographs, and sound recordings.
Structured Finance
Managed the documentation and closing of several ongoing revolving credit lines for an institutional lending client. More than 150 loan transactions were closed as part of the credit facilities.
Forced Buyout of a Member of an LLC
When a minority member of an LLC threatened disruptive litigation, Tom was recommended by the company’s existing counsel to handle the dispute. Within a month of being engaged, he effected a forced buyout of the dissident member on terms advantageous to the company and at a value of some one-third of the dissident’s demand even as he negotiated for significant non-competition and non-solicitation limits. In the course of these actions, he as well sidelined the dissident’s efforts to inspect the LCC's books and records.
Successful Separation of Dentistry Practice
Mark Hurst lead counsel in navigating the separation of a dentistry practice on terms that were favorable to SKO’s client in a fiduciary dispute.
Successful Separation of Podiatrist Practice
SKO successfully negotiated the separation of a podiatrist practice on behalf of SKO’s client on extremely favorable terms to SKO’s client who had faced allegations of breach of fiduciary duty.
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.
Acquisition of Bank
Represented a bank holding company in the acquisition of a bank by means of a share purchase and subsequent merger transaction. We handled all aspects of the transaction for our client, including negotiation of the definitive agreement and related closing documents, and obtained approval from the applicable state and federal regulators for the acquisition and merger.
Acquisition of Petroleum Distributor Business
Represented a full-line petroleum distributor in connection with its acquisition of another petroleum distributor business by means of an asset purchase transaction. The transaction also involved the acquisition or leasing of multiple convenience stores and other real estate. We handled all aspects of the transaction for our client, including drafting and negotiation of the definitive purchase agreement, related closing documents, and assistance in obtaining various licenses required for post-closing operations.
Crowdfunding Offering of Equity Securities
Represented an entity in connection with a capital raise, allowing the company to publicly offer and sell equity securities to investors through an internet crowdfunding platform. We assisted with formation of the entity and worked with the funding portal intermediary in connection with the various disclosure requirements and related matters.
Tax Planning
Represented two major ophthalmology practices in the sale of their Kentucky and Indiana-based practices and associated ambulatory surgery centers to another business based in Missouri. The first $33 million transaction was structured as an asset purchase and the Second $30 million transition was structured as a stock purchase.
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.
Emerging Business and Venture Capital
Currently represent a fund which makes convertible debt and preferred equity investments in early-stage Kentucky business entities to facilitate the commercialization of innovative ideas and technologies.
Economic Incentives
Currently represent state economic development cabinet in the documentation and negotiation of tax incentives under the Kentucky Business Investment Program, which is designed to assist companies in establishing or expanding operations in Kentucky, and the Kentucky Small Business Credit Initiative, which is designed to generate jobs and increase the availability of credit to small businesses by reducing the risk assumed by participating lenders in Kentucky.
Antitrust, Corporate Governance and Major Contract Counseling
Serve as antitrust counsel and corporate secretary to major manufacturing joint venture of two competing companies. Involves antitrust compliance, governance matters, and negotiation and drafting of major contracts for construction and general procurement.
Sale of Kentucky and Indiana-based Ophthalmology Practices
Represented two major ophthalmology practices in the sale of their Kentucky and Indiana-based practices and associated ambulatory surgery centers to another business based in Missouri. The first $33 million transaction was structured as an asset purchase and the second $30 million transition was structured as a stock purchase.
Family Business Succession Planning and Estate Planning with Special Trusts
Represented husband and wife in planning for their business and estates by restructuring the company into voting and nonvoting shares, allowing them to transfer value while maintaining control, and preparing and implementing a stock restriction agreement, a multi-generation family protection trust, traditional A/B trust planning, essential planning, a qualified personal residence trust, a vacation home trust, and gifting trusts for each grandchild.
Hotel Sale and Defeasance
Represented five hotel property owners in the simultaneous sale of hotel assets and real estate in multiple states. As counsel to the hotel property, SKO negotiated and documented complex sales documents, served as title agent for certain hotel properties, closed two separate defeasance transactions prior to the closing of the asset sale, and ensured a smooth transition of the management of assets from the former owners to the purchasing entities.
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 a public arena for the issuance of $377 million tax-exempt and taxable qualified 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.
General Obligation Bonds
Served as bond counsel for the issuance of $5.1 million tax-exempt general obligation bonds for a Kentucky city to refinance the costs of public safety facilities.
Served as bond counsel for a Kentucky county for the issuance of $2.87 million tax-exempt general obligation bonds to finance the costs of facilities upgrades and improvements.
Revenue Bonds
Served as borrower's counsel for a state-wide health system for the issuance of $128.9 million taxable 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.
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 $10.5 million tax-exempt revenue bonds purchased by USDA, RD to finance sewer system improvements.
Non-Profit Educational Institutions
Served as bond counsel for an $8 million tax-exempt direct-purchase loan to refinance the costs of existing non-profit Secondary educational facilities.
Taxable Lease Revenue Bonds for Property Tax Abatements
Served as bond counsel for the issuance of $54,000,000 taxable industrial revenue bonds to obtain 30-year state and local property tax abatements for new facilities used for a nation-wide retailer.
Served as bond counsel for the issuance of $60 million taxable industrial revenue bonds to obtain 30-year state and local property tax abatements for new facilities used to manufacture bourbon.
Served as bond counsel for the issuance of $50 million taxable industrial revenue bonds to obtain 30-year state and local property tax abatements for new facilities used to assemble and distribute educational materials.
Issuer’s Counsel
Served as issuer’s counsel for the issuance of $472.6 million tax-exempt conduit revenue bonds to refinance hospital and healthcare facilities in Western Kentucky.
Served as issuer’s counsel for the issuance of $122.88 million tax-exempt conduit revenue bonds to finance and refinance new multi-level senior healthcare facilities in Central Kentucky.
Underwriter’s Counsel
Served as underwriter’s counsel for the issuance of $4.18 million tax-exempt revenue bonds to refinance educational facilities for a private Kentucky college.
Lender’s Counsel
Served as lender’s counsel for the issuance of $5 million tax-exempt revenue bonds to finance new nonprofit Secondary educational facilities.
Served as lender’s counsel for the issuance of $25.5 million tax-exempt revenue bonds to refinance existing educational facilities for a private Kentucky college.
Served as lender’s counsel for the issuance of $9.3 million tax-exempt revenue bonds to refinance existing educational facilities for a private Kentucky college.
Redemption of Preferred Stock
Representation of related issuers in redeeming multiple outstanding series of preferred stock pursuant to call features.
School Financings
Served as bond counsel for the issuance of $72,000,000 tax-exempt revenue bonds to finance the construction of a new high school and two new elementary schools.
Served as bond counsel for the issuance of $65,800,000 tax-exempt revenue bonds to refinance elementary school improvements.
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.
Information Technology Agreements
SKO reviews and negotiates agreements relating to clients’ information technology systems, including data security, privacy protections and service level 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.
Family Estate Planning with Private Family Foundation and Charitable Lead Trust
Represented husband and wife in planning for their family and multi-million dollar estates by preparing and implementing multi-generational spousal limited access irrevocable trusts, traditional A/B trust planning, essential planning, a charitable lead annuity trust and a private family foundation.
Family Business Succession Planning- Sale to Grantor Trusts- Charitable Planning
Represented multi-generation family in planning for their family and estates after the sale of the family business, including preparing and/or implementing Delaware Trusts, a charitable lead annuity trust, limited liability companies, sale to dynasty trusts and valuation discounts as well as assisting in the administration of the estates of several family members after their unexpected deaths.
IRS Audit of Estate Tax Return- Family Limited Partnership-Graegin Loan
Represented a multi-million dollar estate in an Internal Revenue Service audit of the Federal estate tax return and a family limited partnership structure. Successfully defended the validity of the family limited partnership, obtained a significant valuation discount and successfully used a Graegin loan to finance the payment of the Federal estate tax.
Reorganization of Equine Business, Insurance Trust and Gift Planning
Represented a husband and wife in planning and implementing the reorganization of a multi-million dollar equine business; in the preparation of multi-generation irrevocable trusts for each of the children and the gifting of interests in the equine business on a discounted basis to the trusts; in planning and implementing a multi-million dollar life insurance trust; and in preparing and implementing a beneficiary defective irrevocable dynasty trust.
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.
Purchase of Vodka Brand
Represented a major wine and spirits corporation and its Polish subsidiary in the purchase of a vodka brand. The purchase included worldwide trademarks for the brand and related transition agreements for production and distribution.
Private Notes Offering
Counsel to a public utility issuer in issuance of $58,000,000 in senior, unsecured notes as part of $75,000,000 private shelf facility. Redemption of existing debentures with proceeds from offering.
Purchase of Gas/Food Marts
Represented an oil company in the purchase of the assets and business of six gas and food mart locations.
Public Tender Offer
Representation of public issuer in a “Dutch Auction” self-tender offer for approximately $17 million in a NASDAQ listed common stock.
Patent Applications for Designs & Inventions
SKO prepared, filed and prosecuted patent applications for clients' inventions and designs in a wide variety of subject matter areas. Examples include exercise apparatus; floor treating machines; electronic monitoring systems; gardening systems; shelving designs; tool designs; and various mechanical, electrical and electromechanical systems, devices and methods.
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.
Patent Review & Analysis
SKO regularly represents clients in the artificial turf surfaces industry regarding the review and analysis of patents in that industry. This representation involves performing detailed analyses and providing advice about whether our clients' and their competitors’ products are covered by the claims of various patents in the industry, as well as negotiating agreements with the owners of several of those patents.
Hospital Facilities
Served as bond counsel for a $140,000,000 tax-exempt revenue bond issue to finance new hospital and related health care properties and facilities for a state-wide health care provider.
Mergers & Acquisitions
SKO successfully represented a number of clients in the acquisition of thoroughbred farms and related membership interests, including verification of environmental data and private development rights.
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.
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.
Health Care Support Facilities
Served as bond counsel for the issuance of $11,000,000 of tax-exempt and taxable revenue bonds to refinance facilities used to provide services to health care providers located in downtown Louisville.
Estate Planning & Administration
SKO administers the estates of notable horsewomen and horsemen and is actively involved in planning estates in the shifting economic climate.
Municipal Utilities
Served as bond counsel for the issuance of $11,350,000 million tax-exempt revenue bonds to finance improvements to a municipal-owned electric generating plant.
Served as bond counsel for the issuance of $7,400,000 tax-exempt revenue bonds to finance improvements to a municipal-owned water system.
Venture Capital Investments
Represented a fund that makes convertible debt or preferred equity investments in numerous early-stage Kentucky business entities to facilitate the commercialization of innovative ideas and technologies.
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.
Acquisition of Multi-National Tobacco Supplier
Represented a major corporation in its purchase of the shares of a multi-national tobacco supplier headquartered in Utrecht, the Netherlands. The supplier and its subsidiaries are major suppliers of tobacco to the cigar and smokeless products industry. The transaction involved operations located in Brazil, Cameroon, Columbia, Dominican Republic, Indonesia, Paraguay and The Philippines, with subsidiaries located in those and other jurisdictions.
Sale of California-based Wine Business
Represented a major wine and spirits corporation in the sale of its Hopland, California-based wine brands to another business based in Santiago, Chile. The $238 million transaction was structured as a stock purchase.
Trust Company
Represented a bank in the purchase of all the outstanding stock of a trust company.
Merger of Fire, Energy & Security Systems Companies
Represented the owners of an installer and servicer of fire, energy and security monitoring systems for governmental customers in a merger.
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.
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.
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.
Sale of Manufacturing Company
Represented the owners of a manufacturer of fire proof file cabinets, safes and other security products in the sale of the company to a similar manufacturer.
Trademark Registration
SKO prepares, files and prosecutes trademark applications for clients in a variety of industries including distilled spirits, manufacturing, healthcare, equine, restaurants, and nonprofit organizations.
Representation of Financial Institution in Acquisition of Non-Bank Businesses
Representation of financial institution in acquisition of insurance agency and employment of agents.
Acquisition of Aggregate Processing & Handling Business
Represented a holding company in its acquisition of a business that designs, fabricates, installs and maintains aggregate processing and handling equipment.
Stock Split for Publicly-Traded Company
Stock split in the form of a Stock Dividend for an NYSE-listed issuer with two classes of listed stock, including accompanying proxy solicitation, registration with NYSE and public disclosure guidance.
Sale of Racecourse Interest
Represented a racetrack association in the sale of a portion of its ownership interest. SKO handled all aspects of the transaction for our client and obtained approval by the governing horse racing commission for the sale.
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.
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.
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.