Sean M. Donahue

Prior to joining Morgan Lewis, Sean served as an attorney-adviser with the SEC in the Division of Corporation Finance. While at the SEC, Sean worked on a number of transactional and securities compliance matters. He uses his extensive knowledge of SEC disclosure issues to advise public companies and investment funds in connection with securities regulatory matters.

SPAC Transactions

• A SPAC in a merger agreement for a business combination with an electric-vehicle technology startup
• A SPAC in a definitive business combination agreement with a global independent advisory firm
• A SPAC in connection with its more than $700 million business combination with an ecommerce platform for purchasing automobiles

Green Bond Offerings

• An SEC-registered electric utility in a $300 million public green bond offering of Senior Notes  
• A leading lithium company in the private offering of $225 million convertible green bonds 
• Underwriters in a $450 million public green bond offering of Senior Notes for an NYSE-listed manufacturer of insulation, roofing, and fiberglass composites 

Capital Markets Transactions

• An NYSE-listed manufacturer of consumer and professional products ($23 billion market cap)
  • The company in a $500 million public debt offering of Senior Notes
  • The company in a $500 million public debt offering of Senior Notes
  • The company in a $400 million public debt offering of Senior Notes
  • The company in a $500 million public debt offering of Senior Notes
  • The company in a $600 million public debt offering of Senior Notes
  • The company in a $300 million public debt offering of Senior Notes 
• An NYSE-listed manufacturer of insulation, roofing, and fiberglass composites ($10 billion market cap)
  • Underwriters in a $300 million public debt offering of Senior Notes 
  • Underwriters in a $450 million public green bond offering of Senior Notes and a concurrent cash tender offer for Senior Notes 
  • Underwriters in a $400 million public debt offering of Senior Notes 
  • Underwriters in a $600 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes
  • Underwriters in a $400 million public debt offering of Senior Notes 
  • Underwriters in a $400 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes
• A formerly NYSE-listed real estate investment trust owning electric transmission assets 
  • Independent members of the board of directors of a real estate investment trust (REIT) in connection with an initial public offering of $460 million of common stock 
• A formerly NYSE-listed retail propane marketer 
  • The company in a $525 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes 
  • The company in a $700 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes 
  • The company in a $1.35 billion public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes 
  • The company in a $389 million public equity offering of common units 
  • The company in a $342 million public equity offering of common units 
  • The company in a $357 million public equity offering of common units 
  • The company in a $332 million public equity offering of common units and a concurrent cash tender offer for Senior Notes
  • The company in a $1.55 billion public debt offering of Senior Notes
  • The company in a $450 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes 
• An NYSE-listed natural gas distribution utility ($1.7 billion market cap)
  • The company in its public offering of $150 million of Secured Medium Term Notes 
  • The company in its public offering of $140 million of Secured Medium Term Notes
  • The company in its private offering of $50 million of Senior Notes
  • The company in its public offering of $100 million of Secured Medium Term Notes 
  • The company in its public offering of $150 million of Secured Medium Term Notes 
  • The company in its public offering of $55 million of common stock 
• A formerly NYSE-listed global insurance company
  • The company in a $600 million public debt offering of Senior Notes 
• An NYSE-listed leading steel producer ($4.5 billion market cap)
  • The company in a $400 million public debt offering of Senior Notes 
• An NYSE-listed financial holding company ($2.6 billion market cap)
  • The company in a $114 million public resale offering of its common stock 
  • The company in a $127 million public resale offering of its common stock 
  • The company in a $101 million public resale offering of its common stock 
  • The company in a $189 million public resale offering of its common stock 
  • The company in a public exchange offer of $44 million of common stock for preferred stock and a concurrent consent solicitation 
  • The company in a $37 million public rights offering of its common stock 
• An SEC-registered natural gas distribution utility
  • The company in a $150 million private debt offering of Senior Notes 
  • The company in a $400 million private debt offering of Senior Notes 
  • The company in a $175 million private debt offering of Senior Notes 
• An SEC-registered electric utility
  • The company in a $300 million public green bond offering of Senior Notes 
  • The company in a $350 million public debt offering of Senior Notes 
  • The company in a $300 million public debt offering of Senior Notes 
  • The company in a $300 million private debt offering of Senior Notes and a subsequent public exchange offer of Senior Notes

Mergers & Acquisitions

• A publicly traded commercial-stage biopharmaceutical company in its sale to a global specialty pharmaceutical company structured as a public tender offer followed by a statutory merger
• A financial buyer in its take-private acquisition of a technology company that has a product portfolio that includes screen protection, mobile keyboards, power management solutions, social tech, and personal audio
• A publicly traded consumer goods company in its acquisition of a housewares company for consideration consisting of common stock and cash; obtained shareholder approval for the issuance of the common stock by the acquirer prior to the closing of the merger
• A publicly traded developer of enterprise applications in a two-step merger structured as a public tender offer followed by a statutory merger
• A publicly traded life sciences company in a two-step merger structured as a public tender offer followed by a statutory merger

Proxy Contests and Activist Campaigns

• A publicly held life sciences company in its defense against a proxy contest
• A publicly held incubator of technology-driven businesses in its defense against a possible proxy contest
• A publicly held telecommunication company in its defense against a possible proxy contest
• A publicly held mortgage REIT in its defense against a proxy contest
• A publicly held provider of social media mobile applications in its defense against a threatened proxy contest
• A publicly held regional bank in its defense against a threatened proxy contest
• A publicly held provider of cloud-based services for healthcare service providers in its defense against a possible activist campaign
• A large industrial manufacturer in its defense against a possible activist campaign
• A publicly held provider of mobile location-based marketing solutions in its defense against a proxy contest seeking control of its board of directors
• A publicly held provider of mobile location-based marketing solutions in its defense against a consent solicitation seeking control of its board of directors
• A publicly held provider of haptic technology solutions in its defense against a proxy contest
• A publicly held automobile industry software company in its defense against a proxy contest
• A publicly held software and services company in its defense against a proxy contest
• A publicly held regional bank in its defense against a proxy contest
• A publicly held investment holding company in its defense against a special meeting demand and proxy contest
• A publicly held software company in its defense against a campaign to withhold votes from directors
• A publicly held apparel manufacturer wholesaler and retailer in its defense against a proxy contest
• A publicly held automobile parts retailer in its defense against a proxy contest
• A publicly held automobile parts manufacturer in its defense against a proxy contest
• A publicly held waste management company in its defense against a proxy contest
• A publicly held biotechnology company in its defense against a proxy contest

Unsolicited Takeovers

• A publicly held life sciences company in its defense against an unsolicited acquisition proposal
• A publicly held consumer goods company in its defense against an unsolicited acquisition proposal
• A publicly held mortgage REIT in its defense against an unsolicited externalization proposal to take control of the REIT’s assets
• A publicly held automobile parts retailer in its defense against an unsolicited acquisition proposal