Sean
Winker

London

20 Air Street
London W1B 5AN
United Kingdom

Practices & Industries

Corporate

Capital Markets

Education

J.D., The George Washington University Law School, with honors

B.A., CUNY Macaulay Honors College at Hunter College, cum laude

Bar Admissions

District of Columbia

New York

An associate in the Capital Markets Group, Sean Winker advises financial sponsors and issuers on public and private offerings of debt and equity securities, leveraged finance transactions, liability management transactions, corporate governance and securities law matters. Sean also provides securities law advice to public companies, financial and strategic buyers and portfolio companies on a variety of matters.

Sean’s notable transactions include:

    Private Equity

    • Funds and affiliates of Apollo Global Management and its portfolio companies in financing transactions, including:
      • on the financing aspects of their acquisition of a majority stake in Kelvion, a leading global developer and manufacturer of energy-efficient heat exchange and cooling solutions
      • its portfolio company, Graanul Invest, a leading European producer of sustainable wood pellets, on the consent solicitation to extend the maturity of its existing €630 million notes and its €100 million super senior revolving credit facility
      • an investment of $11 billion to acquire from Intel Corporation a 49% equity interest in a joint venture entity related to Intel’s Fab 34
      • Shutterfly in its offerings of senior secured high yield notes and senior unsecured high yield notes
      • in connection with financing the acquisition of Tenneco
      • the offering of sustainability linked senior secured notes in connection with the acquisition of Kem One Group
      • MidCap Financial in its offering of senior unsecured high yield notes
    • Stone Point Capital as part of an investor group, in the financing aspects of their acquisition of CRC Group (formerly Truist Insurance Holdings), in a deal valuing the company at $15.5 billion
    • Hightower Advisors, a portfolio company of THL, in various notes offerings totaling $700 million
    • LGT Capital Partners in its acquisition of a minority equity interest in BarBri
    • Ares Management in its acquisition of Form Technologies and the related recapitalization of Form
    • Coatue in its investments in OneTrust and Valsoft

    Public Company M&A

    • Carnival Corporation & plc in a transaction to simplify its corporate structure from a dual-listed company with shares trading separately in New York and London to a single company, Carnival Corporation Ltd
    • Rocket Companies in:
      • its $14.2 billion acquisition of Mr. Cooper Group
      • its $1.75 billion acquisition of Redfin
      • a transaction to collapse its Up-C structure, eliminating its high-vote/low-vote structure and reducing its classes of common stock from four to two
    • M.D.C. Holdings in its $4.9 billion sale to Sekisui House
    • Amazon.com in its $3.9 billion acquisition of One Medical
    • The Column Group and its affiliates in their take-private acquisition of NGM Biopharmaceuticals
    • Foresite Capital in the acquisition of Pardes Biosciences
    • The special committee of Duck Creek Technologies’ board of directors in connection with Duck Creek’s $2.6 billion take-private sale to Vista Equity Partners
    • Altimar Acquisition Corporation in its combination with Owl Rock Capital Group and the Dyal Capital Partners division of Neuberger Berman Group LLC to form Blue Owl Capital Inc.

    Public Company Debt Financings

    • Carnival Corporation & plc in various financings, including notes offerings totaling over $10 billion
    • Rocket Companies in various offerings of investment grade notes and liability management transactions
    • Apollo Global Management in its offerings of senior notes and fixed-rate resettable junior subordinated notes
    • MARA Holdings in various financings, including convertible notes offerings
    • Rackspace in its recapitalization transaction
    • Rollins in its inaugural $500 million bond offering

    Public Company Equity Offerings

    • European Wax Center in its $207 million initial public offering
    • Carnival Corporation in its numerous equity offerings and its stock swap program
    • Apollo Global Management in its $1.438 billion offering of 6.75% Series A mandatory convertible preferred stock
    • MARA Holdings in its launch of a $2 billion at-the-market offering
    • Hawaiian Electric Industries in an offering of $575 million of common stock to fund the company’s contribution to the expected Maui wildfire tort litigation settlement
    • Rollins in its secondary offering of $1.65 billion of common stock
    • 3G Capital in numerous secondary sales of Restaurant Brands International shares
    • Signature Bank in a number of follow-on equity offerings

    Spin-Offs

    • Aptiv in the separation of its Electrical Distribution Systems business to create two separate publicly traded companies
    • AnaptysBio in its separation into two independent, publicly traded companies

    While attending The George Washington University Law School, Sean was president of the Student Bar Association and a member of The George Washington International Law Review. Sean has previously served as a member of The George Washington Law Alumni Association’s board of directors.