Experience
Performed Due Diligence on a Potential Acquisition Target
We performed key diligence on a U.S. target for acquisition by European companies ultimately owned by a Chinese conglomerate. We assisted the client to understand the target in detail, and then ultimately did not pursue the transaction, which was a win for the client.
Represent Financial Institution After Potential Data Breach, Advise on Policies
We represented a financial institution after a data breach occurred. Someone broke into our client’s facility and stole computer equipment and files that contained potentially confidential information. However, the files were appropriately redacted and the equipment was encrypted, both of which prevented any confidential information from being discovered or released. Following the incident, we worked with the client to ensure their policies remained strong and also evaluated their response to the breach to ensure they remain proactive in the case of another incident.
Represented Our Client During its Sale to a Global IT Company
We represented our client, a banking services group providing ATMs, security systems and other products for banks, during their sale to Convergint Technologies LLC, an IT service management company. Our services included negotiating and finalizing the contract details of the sale, which gave the seller’s roughly 100 employees a chance to expand their skillsets at a larger company with world-wide reach.
Sale of Closely-held Pet Food and Supplies Company
Dinsmore served as lead counsel representing the sellers of a closely-held pet food and supplies business headquartered in Louisville, Kentucky with an enterprise value in excess of $70 million, in an extensive corporate reorganization, including the conversion of an S Corporation to a limited liability company, and a subsequent sale of a majority equity stake in the newly-formed limited liability company to an international private equity firm.
Sale of Closely-held Tire Reseller and Retreading Company
Dinsmore represented the sellers of a closely-held tire reseller and retreading business with an enterprise value in excess of $90 million in an extensive corporate reorganization, including the conversion of an S Corporation to a limited liability company, and a subsequent sale of a majority equity stake in the newly-formed limited liability company to an international private equity firm.
Acquisition of Acute Care Hospital
Dinsmore represented a non-profit health care enterprise in the multi-million dollar acquisition of a closely-held acute care hospital and related multi-million dollar financing transaction.
Acquisition of Interest in Laser Technology Company
Dinsmore was lead counsel representing a private equity firm in its acquisition of an ownership interest in a laser technology company.
Merger of Multi-state Non-profit Electrical Cooperatives
Dinsmore served as counsel with respect to the merger of two non-profit electrical cooperatives providing electrical services to more than 40,000 members in Kentucky and Tennessee and provided assistance with obtaining associated regulatory approvals.
Sale of Telecommunication Company Assets
Dinsmore acted as lead counsel representing a closely-held, Kentucky-based telecommunications company in multiple multi-million dollar asset sales to various publicly-traded, international telecommunication companies.
Acquisition of Community Bank
Dinsmore represented a publicly-traded community bank in its multi-million dollar merger with Ohio-based bank holding company and community bank in exchange for cash and stock of the publicly-traded community bank.
Acquisition of Payroll Services Company
Dinsmore represented a private buyer in the acquisition of a controlling interest in a payroll and related services company and corresponding private securities offering under Regulation D.
Sale of Closely-Held Health Care Enterprise
Dinsmore served as lead counsel representing the sellers of a closely-held health care enterprise in the multi-million dollar asset sale of multiple nursing homes.
Dinsmore counsels Lexmark International to acquire Kofax Limited for $1 billion
In a major technology deal, Dinsmore counseled Lexmark International, Inc., a Lexington, KY manufacturer of laser printers and provider of enterprise software services, in the acquisition of Kofax Limited, a software provider incorporated in Bermuda and headquartered in Irvine, CA. Pursuant to the Merger Agreement, Lexmark paid $11.00 per share in cash to acquire all issued and outstanding common shares of Kofax for a total enterprise value of approximately $1 billion.
“This was a very competitive public bid process,” said Susan Zaunbrecher, Chair of the Corporate Department. “The relationship we’ve built with Lexmark was crucial to how smoothly this acquisition transpired.”
Dinsmore has served as deal counsel to Lexmark in more than 10 transactions, including the acquisition of Perceptive Software, Inc., Lexmark’s first acquisition in the enterprise software industry, and the divestiture of Lexmark’s inkjet business.