Sean M. Donahue

Prior to joining Morgan Lewis, Sean served as an attorney-adviser with the US Securities and Exchange Commission (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 experience with SEC disclosure issues, particularly those relating to contested solicitations and contested M&A situations, to advise public companies in connection with responding to activist shareholder campaigns.

Proxy Contests and Activist Campaigns

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

Unsolicited Takeovers

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

Mergers & Acquisitions

• Represented a publicly-traded consumer goods company in its acquisition of a housewares company for consideration consisting of common stock and cash and obtained shareholder approval for the issuance of the common stock by the acquirer prior to the closing of the merger
• Represented a publicly-traded developer of enterprise applications in a two-step merger structured as a public tender offer followed by a statutory merger
• Represented a publicly-traded pharmaceutical company in a two-step merger structured as a public tender offer followed by a statutory merger

Capital Markets Transactions

An NYSE-listed manufacturer of consumer and professional products ($19 billion market cap)

• Represented the company in a $500 million public debt offering of Senior Notes (2018)
• Represented the company in a $400 million public debt offering of Senior Notes (2017)
• Represented the company in a $500 million public debt offering of Senior Notes (2014)
• Represented the company in a $600 million public debt offering of Senior Notes (2012)
• Represented the company in a $300 million public debt offering of Senior Notes (2011)

An NYSE-listed manufacturer of insulation, roofing, and fiberglass composites ($5 billion market cap)

• Represented the underwriters in a $400 million public debt offering of Senior Notes (2018)
• Represented the underwriters in a $600 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes (2017)
• Represented the underwriters in a $400 million public debt offering of Senior Notes (2016)
• Represented the underwriters in a $400 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes (2014)

An NYSE-listed real estate investment trust owning electric transmission assets ($1.3 billion market cap)

• Represented the independent members of the Board of Directors of a REIT in connection with an initial public offering of $460 million of common stock (2015)

An NYSE-listed retail propane marketer ($3.6 billion market cap)

• Represented the company in a $525 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes (2017)
• Represented the company in a $700 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes (2016)
• Represented the company in a $1.35 billion public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes (2016)
• Represented the company in a $389 million public equity offering of common units (2014)
• Represented the company in a $342 million public equity offering of common units (2014)
• Represented the company in a $357 million public equity offering of common units (2013)
• Represented the company in a $332 million public equity offering of common units and a concurrent cash tender offer for Senior Notes (2012)
• Represented the company in a $1.55 billion public debt offering of Senior Notes (2012)
• Represented the company in a $450 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes (2011)

An NYSE-listed natural gas distribution utility ($1.9 billion market cap)

• Represented the company in its private offering of $50 million of Senior Notes (2018)
• Represented the company in its public offering of $100 million of Secured Medium Term Notes (2017)
• Represented the company in its public offering of $150 million of Secured Medium Term Notes (2016)
• Represented the company in its public offering of $55 million of common stock (2016)

An NYSE-listed global insurance company ($11.3 billion market cap)

• Represented the company in a $600 million public debt offering of Senior Notes (2013)

An NYSE-listed leading steel producer ($4.5 billion market cap)

• Represented the company in a $400 million public debt offering of Senior Notes (2012)

An NYSE-listed financial holding company ($2.0 billion market cap)

• Represented the company in a $114 million public resale offering of its common stock (2017)
• Represented the company in a $127 million public resale offering of its common stock (2017)
• Represented the company in a $101 million public resale offering of its common stock (2016)
• Represented the company in a $189 million public resale offering of its common stock (2013)
• Represented the company in a public exchange offer of $44 million of common stock for preferred stock and a concurrent consent solicitation (2013)
• Represented the company in a $37 million public rights offering of its common stock (2011)

An SEC-registered natural gas distribution utility

• Represented the company in a $150 million private debt offering of Senior Notes (2018)
• Represented the company in a $400 million private debt offering of Senior Notes (2016)
• Represented the company in a $175 million private debt offering of Senior Notes (2013)

An SEC-registered electric utility

• Represented the company in a $300 million public debt offering of Senior Notes (2018)
• Represented the company in a $300 million private debt offering of Senior Notes and a subsequent public exchange offer of Senior Notes (2015)