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.
Represented Kentucky auto dealership in the acquisition of an Indiana auto dealership. The $8.5 million transaction was structured as an asset purchase.
Represented seller in the negotiation and documentation of a $10 million asset sale of the client's chain of quick-service restaurants.
Represented the sellers in the negotiation and documentation of a $16.4 million stock purchase sale of a major tourist attraction.
Represented the purchaser in the negotiation and documentation of a $4 million stock purchase of a marketing and branding agency.
Represented bank in asset-based financing to an Indianapolis-based, ESOP owned manufacturer.
Mergers & Acquisitions
Represented publicly-traded convenience store operator in portfolio acquisitions.
Represented private equity firms in numerous acquisitions, dispositions and sale-leasebacks of office, industrial, retail, student housing, and apartment assets throughout the United States.
Represented Canadian seller in the negotiation and documentation of a $13.5 million asset sale of the client's Kentucky manufacturing business.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 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.