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Mergers & Acquisitions

Contact a Mergers & Acquisitions Attorney


Stoll Keenon Ogden’s Mergers & Acquisitions practice is comprised of attorneys with rich experience and knowledge to assist with the purchase or sale of any type of business.

Our scope of services includes the following:

  • Negotiation of agreements related to confidentiality, exclusivity and non-solicitation of employees
  • Establishment of auction sale procedures
  • Data room organization and posting
  • Letters of intent
  • Hart-Scott-Rodino filings
  • Due diligence
  • Advice regarding transaction structure to deal with regulatory, tax, contractual or other concerns
  • Asset purchases, stock purchases, mergers and spin-offs
  • Employment, consulting and noncompetition agreements
  • Settlement of post-closing purchase price adjustments
  • Agreements for post-closing business transaction services

In addition to working on acquisitions in a variety of manufacturing, distribution, retail and service industries, our Mergers & Acquisitions attorneys have experience in handling other types of transactions such as:

  • Purchase of businesses involved in U.S. Bankruptcy Court proceedings in conjunction with members of the firm’s Bankruptcy & Financial Restructuring practice
  • Purchase of minority interests
  • Purchases by Employee Stock Ownership Plans (ESOP)
  • Redemptions of a company’s stock
  • Purchases of businesses having assets and operations in more than one country, including transfers of foreign subsidiaries, real estate, trademarks and employees


Work Highlights

Merger of Publicly Held Utility

Ken led the SKO team representing 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

Private Healthcare Company Change of Control

Ken represented a private healthcare company in the sale of a controlling interest to an investment fund. The company’s enterprise value at the time of the transaction was approximately $610 million.

Related Practices: Mergers & Acquisitions

Sale of Insurance Company

Ken represented a privately-held insurance company in a change of control transaction with a public company buyer.

Related Practices: Mergers & Acquisitions

University Public-Private Partnership

Ken represented a public university in a public-private partnership transaction for $150 million of student housing.

Related Practices: Mergers & Acquisitions

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.

Auto Dealership

Represented Kentucky auto dealership in the acquisition of an Indiana auto dealership.  The $8.5 million transaction was structured as an asset purchase.

Related Practices: Mergers & Acquisitions

Food Industry

Represented seller in the negotiation and documentation of a $10 million asset sale of the client's chain of quick-service restaurants.

Tourist Attraction

Represented the sellers in the negotiation and documentation of a $16.4 million stock purchase sale of a major tourist attraction.

Related Practices: Mergers & Acquisitions

Marketing Agency

Represented the purchaser in the negotiation and documentation of a $4 million stock purchase of a marketing and branding agency.

Related Practices: Mergers & Acquisitions

Asset-based Lending

Represented bank in asset-based financing to an Indianapolis-based, ESOP owned manufacturer.

Related Practices: Mergers & Acquisitions

Mergers & Acquisitions

Represented publicly-traded convenience store operator in portfolio acquisitions.

Related Practices: Mergers & Acquisitions

Private Equity

Represented private equity firms in numerous acquisitions, dispositions and sale-leasebacks of office, industrial, retail, student housing, and apartment assets throughout the United States.

Related Practices: Mergers & Acquisitions


Represented Canadian seller in the negotiation and documentation of a $13.5 million asset sale of the client's Kentucky manufacturing business.

Related Practices: Mergers & Acquisitions

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.

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.

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.

Trust Company

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

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.

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.

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.

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.

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.

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.

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.

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.

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. 

Purchase of Gas/Food Marts

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

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.

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. 


Financial Executives International