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Mergers & Acquisitions

Contact a Mergers & Acquisitions Attorney

OVERVIEW

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

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.

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.

Manufacturing

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

Related Practices: Mergers & Acquisitions

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

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

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.

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.

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.

Bank Purchase of Outstanding Stock

Represented a bank in the purchase of all the outstanding stock of a trust company based in Danville, Kentucky.

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.

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 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. 

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 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. 

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.

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.

Financial Institution Acquisitions

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

INDUSTRY INVOLVEMENT

Financial Executives International

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