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.

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.

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.

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.

Mergers & 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.

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.

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.

• Business Filings and the Corporate Transparency Act, 19th Biennial Business Associations Law Institute, University of Kentucky Rosenberg College of Law, Speaker, 2023
• Legal Ethics and Technology: Technology May Change, But Your Obligations Under the Rules of Professional Conduct Remain the Same, National Bar Association, John Rowe Chapter, Panelists, 2019
• Fiduciary Duties of the Board of Directors and Related Matters, Kentucky Bankers Association Emerging Leaders, 2017
• Current Legal Issues in Banking and Bank Merger and Acquisition Update, BKD Financial Services Symposiums, 2017
• Choice of Entity Considerations When Forming a Business, Stoll Keenon Ogden, Women in Business Conference, 2008
• Current Legal Issues in Banking and Bank Merger & Acquisitions Update, BKD Financial Services Symposiums, 2019