With the increased commoditization of information as to what “is market” on M&A transactions, deal lawyers can focus quite a bit of energy on relatively small changes in deal terms. The terms ebb and flow based on market conditions but it is unusual to have a game changing shift. Not so with the use of representation and warranty insurance. The explosion in the use of representation and warranty insurance is well documented with 2015 seeing a dramatic increase in the product being used in lower middle market transactions. With more insurers entering the market, the minimum transaction price continues to drop. We have quickly seen the minimum deal price where the product might fit drop from around $50 million to as low as $25 million. This change can materially impact how you approach a lower middle market transaction.
Sean has served as lead counsel on hundreds of merger and acquisition transactions in a wide variety of industries. His practice primarily focuses on representing private equity funds, sellers, ESOP’s, management teams and strategic buyers on M&A transactions. He currently serves as co-chair of the firm’s Private Equity Group and Mergers & Acquisitions Group.
In addition to his M&A practice, Sean often serves as outside general counsel to privately held entities and provides advice over their life cycle from formation, to capital raising, to joint ventures and exit.
Sean is consistently recognized as a top M&A lawyer in Minnesota by Super Lawyers, Chambers USA: America’s Leading Lawyers for Business and Best Lawyers in America.
Prior to practicing law, Sean’s professional background included working as a tax attorney at Deloitte & Touche. Sean previously served as the Chair of the Firm’s Tax Group and on the partner Compensation Committee for over a decade. Sean is currently active in the management of Fredrikson & Byron, serving on the Board of Directors.
- Represents Audax (a leading national middle market private equity fund) with over 400 transactions completed to date in a wide variety of industries.
- Represented a significant shareholder in KKR’s acquisition of a big-box retailer with a reported value in excess of $1.2 billion.
- Represented the management team in a $750M sale of a Midwest-based consumer products company to a California-based private equity fund.
- Represented more than 75 sellers with transaction sizes from $5M to $500M, in a wide variety of industries, and with the buyers being leading strategic and financial buyers for mid-market and lower mid-market companies.
- Represented a PE fund in the acquisition and sale of an industrial services and transportation company with a $425M enterprise value.
- Represented a Twin Cities-based software company in a $350M sale transaction.
- Represented a Midwest family business in a $250M sale of an industrial supply company to a US subsidiary of a Japanese publicly-traded entity.
- Represented a leading boutique investment bank in its sale to BMO Capital Markets.
- Represented a Texas-based management team of a franchise model business in a $225M sale to a PE Fund.
- Represented a New York-based independent sponsor on multiple transactions with an aggregate value in excess of $200M.
- Represented a Midwest PE Fund in a $150M acquisition of a consumer products company from an ESOP.
- Represented a California-based PE Fund in a $150M acquisition of a national retailer.
- Represented a California/New York-based PE Fund in a $130M sale of an advertising business to a public company.
- Represented a Washington, D.C.-based franchisor in its sale to a leading sponsor backed franchise holding company with an entity value in excess of $100M.
- Represented a Wisconsin-based management team of a health care services business in multiple transactions with successive PE buyers with an entity value in excess of $100M.
- Represented a Minneapolis-based private equity fund in its sale of a distribution business to an East Coast private equity fund with an entity value in excess of $80M.
- Represented a Minneapolis-based low tolerance manufacturing business in its sale to a Midwest private equity fund with an entity value in excess of $75M.
- Represented a Boston-based private equity fund in its acquisition of a niche industry consulting firm with an entity value in excess of $50M.
- Represented a Texas-based ESOP Trustee in the $40M acquisition of a North Carolina-based business consulting firm.
Articles & Presentations
PUBLICATIONS & PRESENTATIONS
- Panel Moderator, “We Know a Thing or Two Because We’ve Seen a Thing or Two: Insights into Late Cycle Investing from Seasoned Veterans,” ACG Minnesota 2019 Upper Midwest Capital Connection, June 11, 2019
- “Earnouts: Nuts & Bolts,” DealLawyers.com Webcast, February 13, 2019
- “Explosion of Representation & Warranty Insurance in the Lower Middle Market,” Deal Lawyers, January-February 2016
- Panel Moderator, “Partnering with Private Equity: How to Create Value,” ACG Minnesota 2015 Upper Midwest Capital Connection, June 9, 2015
- Panelist, “The Increasing Supply of Capital Flowing into the Lower End of the Middle Market,” ACG Minnesota 2014 Upper Midwest Capital Connection, June 10, 2014
- Panelist, “Private Equity Strategies,” Joint Event for the Collaborative and the Association for Corporate Growth, Minneapolis, MN, April 9, 2014
- Doing Private Equity Deals, Minnesota State Bar Association Business Law Institute, May 8, 2013
- Panel Moderator, “Business in the Bakken” with a focus on M&A transactions, Association for Corporate Growth, Minneapolis, MN, April 17, 2012
- Panel Moderator, “Strategies for Add-On Acquisitions,” ACG InterGrowth 2011, San Diego, CA, March 21-23, 2011
- Panelist, Construction Contractors Mergers and Acquisitions Panel Discussion, CFMA Twin Cities, March 17, 2011
- Panelist, Valuation and Negotiation Workshop, 23rd Annual Minnesota Venture & Finance Conference, September 30-October 1, 2009
- Speaker, “Getting a Deal Done,” The Collaborative, Minneapolis, MN, June 16, 2009
- “The Use of LLCs in Private Equity Transactions,” The 68th Annual Tax Institute, December 2-3, 2008
- “LLCs in Private Equity Transactions,” The Collaborative’s 22nd Annual Minnesota Venture & Finance Conference, October 7-8, 2008
- 2008 Business Law Institute, Minnesota State Bar Association, The Use of LLCs in Private Equity Transactions, Minneapolis, MN, April 28-29, 2008
Honors & Education
- University of Minnesota Law School, J.D., 1993, cum laude
- University of Wisconsin-Madison, B.B.A. in Finance, 1990
- Minnesota, 1993
- BTI Client Service All-Star, 2019
- Ranked in Chambers USA
- The Best Lawyers in America, Mergers and Acquisitions Law, 2018-present
- The Best Lawyers in America, Tax Law, 2014-present
- Named a Top Business and Commercial Lawyer by Minnesota Law & Politics
- Named a Super Lawyer by Minnesota Super Lawyers magazine
- American Bar Association, Business Law Section, Committee on Mergers and Acquisitions
- Minnesota State Bar Association
- Hennepin County Bar Association
- DealLawyers.com Advisory Board
- Former adjunct professor at the University of St. Thomas Law School
- Hennepin Theatre Trust, Finance Committee