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.

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).

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.

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.

Purchase of Gas/Food Marts

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

• Presentation to Kentucky Investors and Developers, Overview of Federal Opportunity Zone
  Legislation, 2018
• Presentation to the Kentucky Association of Manufacturers, Annual Business Briefing, Tax Incentives for Manufacturers, 2017
• Presentation to MainSource Bank, Kentucky State Tax Incentives, 2017
• Tax Incentives for Manufacturers, Kentucky Association of Manufacturers Business Briefing, 2016
• Presentation to Council on State Taxation, Mid-West Regional State Tax Seminar, Special Report: State Tax Issues Related to IRC 385 Regulations and State Tax Haven Legislation, 2016
• Presentation to Stock Yards Bank & Trust Company, Kentucky State Tax Incentives, 2016
• Special Report: State Tax Issues Related to IRC 385 Regulations and State Tax Haven Legislation, Council on State Taxation, Mid-West Regional State Tax Seminar, 2016
• Kentucky State Tax Incentives, Stock Yards Bank & Trust Company, 2016
• Sales and Use Tax in Kentucky, National Business Institute, 2015
• Like-Kind Exchanges, University of Louisville Grief Institute, 2014
• Limited Liability Entity Taxation and Planning, University of Louisville Grief Institute, 2013
• Kentucky Sales and Use Tax for Manufacturers, Hitachi Automotive Products, 2013
• 12 Tax Topics in 120 Minutes, Louisville Bar Association, 2012
• The Fiscal Cliff, Marion County Economic Development Office, 2012
• Let the Government Be Your Silent Partner: Tax Incentives in Kentucky, Kentucky Society of CPAs, 2011
• Saving Green by Going Green in the Bluegrass: Kentucky Tax Incentives for Green Businesses, Greater Louisville Inc., 2011
• Interest Charge Domestic International Sales Corporations, Greater Louisville Inc., 2011
• Tax Credits, Government Loans, Government Guarantees, and Other Incentives Available for Businesses, SKO 22nd Annual Spring Keeneland Seminar, 2011
• Independent Contractor versus Employee: Why it Matters, Louisville Association of Paralegals, 2011
• Kentucky Local Occupational License Taxation, Louisville Grief Institute, 2010
• Kentucky Economic Development Incentives: A Summary of 2009 House Bill 3 Incentives for a New Kentucky, Kentucky Commercial Real Estate Alliance, 2010
• Ethics and the Standard of Care for Tax Practitioners: Guidelines in Practicing Tax, Louisville Bar Association, 2010