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OVERVIEW

Stoll Keenon Ogden’s Real Estate practice provides legal assistance to a variety of clients in nearly all aspects of real estate planning.

Our scope of services includes.

  • Zoning, rezoning, planning, variances, conditional uses, subdivisions and annexation
  • Acquisition, development and disposition
  • Office, retail, warehouse and industrial leasing for landlords and tenants
  • Representation of lenders and borrowers in financing real estate transactions
  • Shopping center, office and industrial park, and planned unit developments
  • Local counsel assistance in multi-state transactions
  • Construction lending documentation for lenders and representation of borrowers
  • Construction contracts, negotiation and documentation
  • Title examinations and title insurance
  • Real estate and commercial loan workouts and restructuring
  • Eminent domain representation for landowners, utilities and governmental bodies
  • State and local financial incentives, including loans, grants and credits, for business and industrial expansions, relocations and developments

Work Highlights

Solar Leases

SKO represented a client in the negotiation of a 500 acre solar farm in Western Kentucky.

Related Practices: Real Estate

Zone Ordinance Text Amendment

SKO represented a client in obtaining approval for a text amendment completely rewriting the Office, Industry and Research Park (P-2) zone converting it into the University Research Campus (P-2) zone.

Related Practices: Real Estate

Tax Incremental Finance Approval

SKO represented a client throughout the Tax Incremental Finance approval process at the state and local levels for a mixed use development in a University Research Park.

Related Practices: Real Estate

Annexation and Zone Change for Multi-Family and Single-Family Residential

SKO represented multiple clients in the acquisition, annexation, zone change, and all related development plan approvals for several multi-family and single-family residential projects throughout Kentucky, most recently in Fayette County, Scott County, and Bourbon County.

Related Practices: Real Estate

Counsel for Local Developer

Acted as counsel for local developer in buyout of partner and restructuring of various entities and refinancings for numerous property loans relating thereto in excess of $100 million.

Related Practices: Real Estate

Statewide Real Estate

Statewide real estate counsel for local utility in several public bond financings and mortgage indenture filings totaling more than $100 million.

Related Practices: Real Estate

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.

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.

Borrower’s Counsel

Counsel for developer regarding the build-to-suit office and laboratory world headquarters for a life sciences tenant.

Counsel for a developer in a $25 million medical facility redevelopment project financed with a credit tenant lease structure.

Represented developer in multiple build-to-suit retail projects for a retail tenant, including site acquisition, development, leasing, and financing.

Represented developer in all phases of acquisition and development of a mixed-use, traditional neighborhood development.

Related Practices: Real Estate

Lender’s Counsel

Represented a lender in more than 25 real estate loans (including construction and permanent financing with participations).

Related Practices: Real Estate

Lease Agreements

Counsel for Fortune 50 tenant in build-to-suit lease of $50 million office facility.

Related Practices: Real Estate

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 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.

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.

Zone Changes for Multi-Family Residential

SKO represented clients in the acquisition, zone change, and all related development plan approvals for several student housing apartment projects throughout Kentucky.

Related Practices: Real Estate

Equine Tourism

SKO aided in the creation and formation of a non-profit Equine Tourism entity designed to garner tourism onto Central Kentucky horse farms and increase fan support and awareness in the sport of horse racing.

Related Practices: Real Estate, Equine Transactional

Zone Change for Mixed-Use Development

SKO obtained a zone change and all related development plan approvals for a national Retail Outfitter and Mixed-Use Development in Lexington.

Related Practices: Real Estate

Zone Change for Enterprise Zone Mixed-Use Development and Distillery

SKO obtained a zone change and all related approvals for a new Mixed-Use Development and distillery on Whiskey Row in Downtown Louisville.

Related Practices: Real Estate

Real Estate Litigation

SKO obtained a summary judgment at Fayette Circuit Court for a zone change appeal filed by protesting neighbors to a zone change and new development.

Zone Change for Mixed-Use Development

SKO represented clients in the acquisition, zone change, development plan approvals, and all related permitting for a 50-acre Mixed-Use Development including retail, office space, and multi-family residential uses.

Related Practices: Real Estate, Construction Law

911 Flat Fee

Greater Cincinnati/Northern Kentucky Apartment Assoc., Inc., et al. v. Campbell County Fiscal Court, 479 S.W.3d 603 (Ky. 2015). (Holding Campbell County’s 911 flat fee on occupied residential and commercial units was not an unlawful flat property tax but a lawful fee authorized by KRS 65.760(3).

Related Practices: Real Estate

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.

Commercial Foreclosure

Represented major regional banks and community banks in foreclosures of office buildings, shopping centers, golf courses, subdivision property, multi-family residential properties, warehouses, manufacturing facilities and others. He served as local council for the Special Servicer for the Trust in two CMBS loan foreclosure actions one of which involved indebtedness of $31 million dollares secured by a shopping center which was sucessfully completed in August 2017 and the other involving indebtedness of $17 million dollars secured by a student housing complex and which was successfully completed in May 2018.

Landowner Defense

Represented numerous individual, agricultural, commercial and industrial landowners in negotiations and litigation against the Commonwealth of Kentucky, Department of Highways, in connection with acquisitions of right-of-way for road projects and other assorted road and highway issues.

Major Electric Transmission Project

Collaborated with a longtime electric utility client to plan and coordinate the acquisition of more than 100 parcels of real estate in three counties for a 41-mile electric transmission line.  Our assistance began in the early planning stages of the project and carried through agreed-upon acquisitions, challenges to the right to condemn, appeals and valuation litigation. 

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.

Major Water Pipeline Project

Worked with a water utility client that was acquiring right-of-way access. We assisted with negotiations and, where necessary, litigation to secure rights to construct a much needed 42” water main to transport water from the Kentucky River to Lexington and surrounding communities, securing a new and dependable water source for Central Kentucky for years to come.

Estate Planning & Administration

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

Land Swap Transaction

Acted as counsel for a hospital and healthcare provider in a transaction involving the swapping of real estate properties between the hospital/healthcare provider and a surgical operations provider.

Related Practices: Real Estate

Horse Farm Transactions

SKO has represented numerous domestic and international clients with the acquisition and disposition of premier horse farms and related properties throughout the United States.

Related Practices: Real Estate, Equine Transactional

Shopping Center Transaction & Acquisition

Acted as the title agent and local Kentucky counsel in a transaction involving the acquisition of a significant portion of a shopping center development.

Related Practices: Real Estate

Real Estate Development Protection

Worked on efforts to protect the largest residential real estate development in Louisville, Kentucky from intrusion by nearby competition and the local sewer district involving wetland, sewer, drainage, zoning and apartment development issues.

Related Practices: Real Estate

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.

INDUSTRY INVOLVEMENT

Certified Commercial Investment Member Institute

Commerce Lexington

Commercial Property Association of Lexington

Home Builders Association of Lexington

Home Builders Association of Louisville

International Council of Shopping Centers

Kentucky Bankers Association

Kentucky Commercial Real Estate

Kentucky Commercial Real Estate Alliance

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