Sean P. Kearney

Shareholder

Email: skearney@fredlaw.com
Office: 612.492.7128
Assistant: Suzie Anderson, 612.492.7568

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PRIMARY SERVICES

Private Equity Mergers & Acquisitions Business & Tax Planning

Overview

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 served as the Chair of the Firm’s Tax Group for over a decade. Sean is currently active in the management of Fredrikson & Byron, serving on the partner Compensation Committee.

Experience

REPRESENTATIVE EXPERIENCE

Representative Transactions

Represents Audax (a leading national middle market private equity fund) with over three hundred fifty 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 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

Explosion of Representation & Warranty Insurance in the Lower Middle Market

December 18, 2015

By Sean P. Kearney

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.

“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

EDUCATION

University of Minnesota Law School, J.D., 1993, cum laude
University of Wisconsin-Madison, B.B.A. in Finance, 1990

BAR ADMISSIONS

Minnesota, 1993

HONORS

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

Professional Activities

PROFESSIONAL ACTIVITIES

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