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Stephen A. Sherman

Direct Phone: 502.568.5405

Stephen A. Sherman

Stephen serves as Counsel to the Firm in Stoll Keenon Ogden’s Louisville office and has been with SKO for more than 10 years. He contributes to the Tax practice and also the Business Services practice with a focus on Health Care.

Tax: Working with clients ranging from individual persons to publicly traded companies, Stephen offers his expertise in matters concerning all areas of taxation, including corporate and personal income tax, wage assessments, excise tax and property tax as well as tax exemptions, credits and tax-related issues. Involved in all aspects of local, state and federal taxation, Stephen has extensive experience in complex tax planning, audit defense and tax controversies. He has represented clients before state revenue agencies, the IRS, and state and federal courts. He has significant expertise in tax-motivated transactions and the negotiation and implementation of tax incentives, including like-kind exchanges, corporate income tax credits, property tax abatements, New Markets Tax Credit Program and Historic Rehabilitation Tax Credit.

Health Care: Stephen represents providers from both nonprofit and for-profit organizations in various general business matters, such as employment matters, practice sales, mergers and acquisitions, and separations. He supports his clients in regulatory matters by applying for and challenging Kentucky Certificates of Need and other licensure requirements and assisting in Medicare and Medicaid audits and reimbursement disputes. He also advises on compliance with state and federal laws, including the Stark Law, Anti-Kickback Statute and False Claims Act.

Business Services: Stephen’s proficiency in tax law, along with his knowledge of business concerns, including the unique challenges faced by health care systems, makes him a valuable asset to clients involved in business activities spanning from mergers and acquisitions to contract negotiations.

Work Highlights

Tax Planning

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.

Related Practices: Business Services, Tax, Healthcare

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.

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.

Local Hotel Taxes

Successfully defended online travel companies in litigation by three local governments seeking to collect local hotel taxes. Louisville/Jefferson County Metro Govt., Lexington-Fayette Urban County Govt., et al. v. Hotels.com, L.P., et al., 590 F.3d 381 (6th Cir., 2009).

Related Practices: Tax, Class Action

Utility Gross Receipts License Tax

Successfully represented a provider of utility services in an appeal of a utility gross receipts license tax assessment that reduced their liability by $2.5 million.

Related Practices: Tax

Planning

Advised client with respect to like-kind exchanges of multiple properties under Section 1031 of the Internal Revenue Code involving exchange proceeds in excess of $17 million.

Related Practices: Tax

Purchase of Gas/Food Marts

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