Corporate Transactions Capabilities – U.S. Kentucky (Lexington & Louisville)

ALFA International’s member firm in Lexington and Louisville, Kentucky, Stoll Keenon Ogden PLLC (SKO),  provides tailored legal solutions for the most complex problems and challenges. In a world that demands change and adaptation, innovation and creativity are not optional – they are essential to success in any field. SKO recognizes that a viable firm for tomorrow cannot rest on its past. Through creative engagement, interpretation, and application of knowledge, SKO wins for its clients.

Types of corporate transactions in which our firm has particular expertise:

SKO offers a leading corporate, finance and business transactions legal practice.  SKO’s business lawyers consistently rank among the elite practitioners in our markets. We combine unsurpassed experience with rich deal savvy to deliver outstanding results in business transactions across a variety of industries and businesses, both public and private.  SKO’s business practice serves clients in mergers and acquisitions; complex secured and unsecured commercial credit facilities; venture capital financing; private placements and exempt offerings of equity and debt securities; financial institution corporate and regulatory matters; executive compensation arrangements; benefit plans; tax; and regulatory compliance. SKO is a world leader in the area of equine transactions, including thoroughbred sales; horse farm sales; racing and breeding syndications; financing; and regulatory compliance.

The size of our firm’s corporate transactions team

STOLL KEENON OGDEN’s business practice group includes over 40 attorneys and 7 paralegals. Our business practice is supported by over 100 attorneys in other Firm practice groups, including real estate, tax, litigation, intellectual property, labor and employment, and others.

Examples of recent transactions our firm has undertaken:

  • Represented a bank in connection with its financing of a $100 million multi-purpose development located in downtown Lexington. The project included the construction of an underground parking garage, office building, residential suites and commercial space.
  • Represented multiple bank holding companies in merger transactions, including negotiation of the definitive merger agreements and related closing documents, preparation of proxy statements to obtain shareholder approvals, and obtaining regulatory approvals.
  • Represented a publicly traded natural gas company in its merger with another major natural gas company.
  • Represented a major healthcare services entity, its affiliated upstream and sister companies, its owners and founding management team in comprehensive reorganization, refinancing and acquisition transactions totalling more than $300 million.
  • Represented a publicly-traded client in a transaction to support the development of a longwall coal 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.
  • Represented a public issuer in a “Dutch Auction” self-tender offer for approximately $17 million in a NASDAQ listed common stock.
  • Represented multiple private investors before the Federal Reserve Board to form bank holding companies to acquire banks, including negotiation and consummation of the transaction agreements.
  • Represented a bank in the documentation, negotiation and participation of the simultaneous closing of $40 million credit facility used by the borrower to finance accounts receivable and inventory in connection with its manufacturing business located in Tennessee, and a $6 million real estate facility used to acquire certain real property located in Tennessee.
  • Represented bank in the documentation, negotiation and participation of a $48 million credit facility used by the borrower to finance the construction of a pediatric hospital owned and operated by an affiliate of the University of Louisville.
  • Represented bank client in connection with financing to a national non-profit organization utilizing new market tax credits to finance the construction of an 80,000 square foot facility including a primary care health facility, youth and community outreach venues, health and wellness areas, and administrative offices in Evansville, Indiana.
  • Represented bank client in the documentation, negotiation and participation of a $26 million credit facility used by the borrower to finance the improvement and construction of an AC Hotel by Marriott and 196 unit parking garage located in Louisville, Kentucky.  SKO’s representation included negotiation and documentation of a multi-level intercreditor agreement among the subordinated lending group, one of which provided financing under the EB-5 investment program.
  • Represented numerous domestic and international clients with the acquisition and disposition of premier horse farms, thoroughbred horses and related properties throughout the United States.
  • Currently represent a fund which makes convertible debt and preferred equity investments in early-stage Kentucky business entities to facilitate the commercialization of innovative ideas and technologies.
  • Currently represent state economic development cabinet in the documentation and negotiation of tax incentives under the Kentucky Business Investment Program, which is designed to assist companies in establishing or expanding operations in Kentucky, and the Kentucky Small Business Credit Initiative, which is designed to generate jobs and increase the availability of credit to small businesses by reducing the risk assumed by participating lenders in Kentucky.
  • Currently represent a fund making seed round and early stage investments in companies dedicated to science and technology innovation. The corporation focuses on developing and managing creative initiatives in education, economic competitiveness and scientific research.