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Corporate Finance & Lending

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Overview

Stoll Keenon Ogden’s Corporate Finance & Lending practice offers a comprehensive range of services to multinational, regional and community banks, as well as all other types of financial institutions, commercial lenders and equity investors. Specifically, our attorneys counsel lenders on a regular basis in connection with:

  • Commercial & Industrial Lending
  • Commercial Real Estate Lending
  • Public Finance
  • Structured Finance
  • Loan Syndications & Participations
  • Equine Lending
  • Dealer Floor Plan Financing
  • Small Business Administration Lending
  • Special Asset Management and Disposition
  • Commercial Loan Workouts and Restructurings

Our services in these areas are comprehensive, from providing assistance with due diligence to negotiating and documenting secured and unsecured credit facilities, where necessary, assisting lenders with complex loan restructurings and workouts. Working with our firm’s Bankruptcy & Financial Restructuring practice, we also represent clients in collection matters, including foreclosure actions and Article 9 sales.

In addition to our work for banks, other financial institutions and commercial lenders, we assist companies seeking capital with equity and debt securities offerings, both public and private. We also offer regulatory compliance services and have represented clients before federal regulatory agencies such as the FDIC, the Federal Reserve, the SEC, the Office of the Comptroller of the Currency and FINRA.

Work Highlights

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.

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.

Venture Capital – Technology and Life Science

Currently represent a fund making seed round and early stage investments in companies dedicated to science and technology innovation. The corporation focuses on developing and managing creative initiatives in education, economic competitiveness and scientific research.

Intellectual Property and Licensing

Currently represent a software services company that provides a suite of management and IT solutions for financial institutions, designed to improve efficiency and compliance with federal regulations in connection with seed round and subsequent financings involving a national private equity fund.

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.

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.

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.

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.

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.

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.

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.

INDUSTRY INVOLVEMENT

Commercial Property Association of Lexington

Financial Executives International

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