Allison J. Donovan - Stoll Keenon Ogden PLLC

Allison is a Member in Stoll Keenon Ogden’s Lexington office and has been with the firm since 2006. She concentrates primarily on Business Services, Banking, and Mergers & Acquisitions, but also contributes to several other practice groups at SKO. Allison also serves on the finance committee for the firm.

For clients in the banking and corporate sectors, and a host of other industries, Allison draws on her substantial knowledge of general business law to offer legal counsel on matters ranging from entity formation to real estate financing.

Allison also assists financial institutions in navigating the complex regulatory framework that governs their activities. She has represented public and private entities before federal and state agencies, including the Federal Reserve, FDIC, OCC, and Kentucky Department of Financial Institutions. She works collaboratively with these agencies to address issues on behalf of clients.

Among other recognitions, Allison has the distinction of being honored as a Rising Star by Kentucky Super Lawyers® for five consecutive years and is listed in the Best Lawyers in America® .

Business Services: Allison focuses on activities associated with the structuring of businesses, including the raising of capital through private placements and crowdfunding. Beyond the realm of entity formation, she advises on mergers, acquisitions and other business combinations. In finalizing these transactions, she drafts and negotiates agreements, produces closing documents and assists with obtaining the necessary regulatory approvals.

Banking: Allison guides financial institutions on supervisory and enforcement matters, the negotiation of buy and sell agreements, and drafts documents relating to various transactions. She routinely counsels client on lending regulations, including those pertaining to insider loans (Regulation O), transactions between banks and affiliates (Regulation W), and acquisition activities of bank holding companies (Regulation Y). She has represented private and public banks of various sizes, and has particular experience working with community banks.

Mergers & Acquisitions: Named an Attorney of the Year by Corporate INTL in this complex field of law, Allison has significant expertise to assist with the purchase or sale of any type of business.

Real Estate: Allison provides services relating to commercial real estate acquisitions, dispositions and leasing, which are often components of the business transactions she handles.

Work Highlights

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.

Related Practices: Business Services, Banking, Mergers & Acquisitions

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.

Related Practices: Business Services, Mergers & Acquisitions

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.

Related Practices: Business Services, Mergers & Acquisitions

Crowdfunding Offering of Equity Securities

Represented an entity in connection with a capital raise, allowing the company to publicly offer and sell equity securities to investors through an internet crowdfunding platform. We assisted with formation of the entity and worked with the funding portal intermediary in connection with the various disclosure requirements and related matters.

Related Practices: Business Services

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.

Related Practices: Business Services, Corporate Finance & Lending

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.

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.

Related Practices: Business Services, Banking, Corporate Finance & Lending

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.

Related Practices: Business Services, Banking, Mergers & Acquisitions

Mergers & Acquisitions

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

Related Practices: Business Services, Tax, Real Estate, Equine Transactional

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.

Related Practices: Business Services, Mergers & Acquisitions