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Overview

Stoll Keenon Ogden’s Business Services practice combines skilled practitioners, decades of experience and innovative solutions to help clients succeed in a complicated and turbulent marketplace. From local small businesses to international corporations, the firm represents clients involved in a broad range of business activities and has the personnel and experience to help achieve the clients’ legal objectives.

We have distinct and diverse skill sets which are blended to fashion appropriate solutions for the challenges confronting our clients.With strong consideration toward our clients’ time and financial situations, we offer alternative fee arrangements and never lose sight of our goal -- client success.

Our practice and its attorneys are recognized as some of the best practitioners in their respective fields by such sources as Chambers USA, Best Lawyers in America®, Super Lawyers, and Martindale-Hubbell®.

We take a comprehensive and collaborative approach to client service in order to ensure favorable outcomes. Our practices include:

  • Banking
  • Corporate Finance & Lending
  • Equine Transactional
  • Healthcare Transactional
  • Immigration
  • Intellectual Property
  • Mergers & Acquisitions
  • Public Benefit Corporation Services
  • Public Finance
  • Securities & Corporate Governance

Work Highlights

Merger of Publicly Held Utility

SKO represented Delta Natural Gas Company, Inc. for more than 40 years, including its initial public offering in 1980 and subsequent SEC compliance matters. Delta (DGAS) was publicly traded on NASDAQ. In 2017, SKO represented Delta 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
  • Creating a virtual data room for bidder due diligence
  • Preparing confidentiality and standstill agreements with bidders
  • Evaluating bids
  • Preparing and negotiating the definitive merger agreement
  • Hart-Scott-Rodino Act application
  • Kentucky Public Service Commission application and hearing
  • Preparing Delta’s proxy statement, shareholder materials, SEC filings and Forms 8k
  • Negotiating a memorandum of understanding for “disclosure only” settlements of three shareholder putative class action lawsuits filed after the merger was announced

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.

Related Practices: Business Services

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.

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.

Related Practices: Business Services, Public Finance

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

Issuer’s Counsel

Served as issuer’s counsel for the issuance of $64.4 million tax-exempt conduit revenue bonds to finance new multi-level senior healthcare facilities in Northern 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.

Related Practices: Business Services, Public Finance

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.

Related Practices: Business Services, Public Finance

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 a $72,000,000 tax-exempt revenue bond issue to finance the construction of a new high school and two new elementary schools.

Served as bond counsel for two combined $65,800,000 tax-exempt revenue bond issues to refinance elementary school improvements.

Related Practices: Business Services, Public Finance

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.

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.

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

Information Technology Agreements

Since 1994, SKO has been involved in reviewing and negotiating the agreements relating to many clients’ information technology systems, including providing for data security, privacy protections and incorporating 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.

Related Practices: Business Services

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.

Related Practices: Business Services

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.

Related Practices: Business Services, 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.

Related Practices: Business Services, 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.

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.

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.

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.

Trademark Registration

SKO prepared, filed and prosecuted trademark applications for clients in a variety of industries including manufacturing, healthcare, equine, restaurants and other service-based businesses, and nonprofit organizations.

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.

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.

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.

Financial Institution Acquisitions

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

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. 

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.

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.

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.

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.

Mergers & Acquisitions

We have represented a number of clients in the acquisition of thoroughbred farms and related membership interests, including verification of environmental data and private development rights.

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.

Estate Planning & Administration

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

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.

Industrial Development Bonds

Served as bond counsel for a $54,000,000 taxable industrial development bond issue to finance a processing and distribution facility for a nation-wide retailer.

Served as bond counsel for a $60,000,000 taxable industrial development bond issue to finance improvements to a bourbon distillery and related storage and manufacturing facilities.

Served as bond counsel for a $28,000,000 taxable industrial development bond issue to finance improvements to a manufacturing facility for a nation-wide construction materials manufacturer.

Related Practices: Business Services, Public Finance

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.

Related Practices: Business Services, Public Finance

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.

Municipal Utilities

Served as bond counsel for a $11,350,000 million tax-exempt revenue bond issue to finance improvements to a municipal-owned electric generating plant.

Served as bond counsel for a $7,400,000 tax-exempt revenue bond issue to finance improvements to a municipal-owned water system.

Related Practices: Business Services, Public Finance

Health Care Support Facilities

Served as bond counsel for $11,000,000 of tax-exempt and taxable revenue bond issues to refinance facilities used to provide services to health care providers located in downtown Louisville.

Related Practices: Business Services, Public Finance

Sale of Racecourse Interest

Represented a racetrack association in the sale of a portion of its ownership interest.  We handled all aspects of the transaction for our client and obtained approval by the the governing horse racing commission for the sale. 

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.

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. 

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.

Purchase of Gas/Food Marts

Represented an oil company in the purchase of the assets and business of six gas and food mart locations. 

Industry Involvement

Academy of Hospital Industry Attorneys

American Bar Association, intellectual property section

American Health Lawyers Association

American Intellectual Property Law association (AIPLA)

Association of Corporate Growth

Breeders’ Cup Limited

Commercial Property Association of Lexington

Energy & Mineral Law Foundation

Financial Executives International

Financial Markets Association

Health Enterprises Network

Homebuilders Association of Lexington

Homebuilders Association of Louisville

International Trademark Association

Japan/America Society of Kentucky

Keeneland Association, Inc.

Kentucky Association of Counties

Kentucky Association of Health Care Facilities

Kentucky Bankers Association

Kentucky Hospital Association

Kentucky League of Cities

Louisville Bar Association, intellectual property section

National Association of Alcoholic Beverage Licensing Attorneys

National Association of Bond Lawyers

National Thoroughbred Racing Association

Tax Advisory Board to the American Horse Council

The Jockey Club

Thoroughbred Owners & Breeders Association

Venture Connectors of Louisville

World Trade Center

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