Robert W. Downes

Mr. Downes has recently represented:

• ABIOMED, Inc. (a provider of medical devices) in its $18 billion acquisition by Johnson & Johnson – the largest all-cash medtech deal in history, as well as disclosure and corporate governance matters
• AMC Networks Inc. (the owner and operator of cable television’s most recognized programming brands) in its spin-off from Cablevision Systems Corporation and subsequent financings and disclosure matters
• Biohaven, Ltd. (a biopharmaceutical company) in its spin-off from Biohaven Pharmaceutical Holding and NYSE listing and inaugural capital markets offering, as well as disclosure and corporate governance matters

• Biohaven Pharmaceutical Holding (a biopharmaceutical company) in its $11.6 billion acquisition by Pfizer, Inc., as well as capital markets offerings, disclosure and corporate governance matters
• Canyon Partners, LLC (an investment management firm) in its PIPE transaction with New Residential Investment Corp.
• Citizens Financial Group, Inc. (one of the nation’s oldest and largest financial institutions) in its capital markets offerings and disclosure matters
• CONMED Corporation (a medical device manufacturer) in its financings, M&A transactions and corporate governance matters
• DiamondHead Holdings Corp. (a SPAC) in its SEC-registered IPO and listing on Nasdaq and its business combination with Great Southern Homes, Inc. to form United Homes Group, Inc. (one of the leading homebuilders in the Southeast)
• DiamondPeak Holdings Corp. (a SPAC) in its business combination with Lordstown Motors Corp. (an electric vehicle company), under which Lordstown became a publicly listed company, and its PIPE transaction in connection with the merger
• Donnelley Financial Solutions, Inc. (a financial communications services company) in its capital markets offerings and disclosure matters
• Douglas Elliman Inc. in its spin-off from Vector Group Ltd. and listing on the New York Stock Exchange
• Hyzon Motors Inc. (a hydrogen fuel cell and hydrogen-powered vehicle company) in its business combination with Decarbonization Plus Acquisition Corporation (a SPAC), under which Hyzon became a publicly listed company, and the PIPE in connection with the merger
• Madison Square Garden Entertainment (the owner of The Madison Square Garden Arena and other entertainment venues) in its spin-off from Sphere Entertainment Co. and subsequent financings, governance and disclosure matters
• Madison Square Garden Sports Corp. (a sports and entertainment business) in its financings and disclosure matters and M&A transactions, including the separation of its entertainment business from its sports businesses
• Motivate, the operator of CitiBikes and the largest bikeshare operator in North America, in its acquisition by Lyft
• MSG Networks Inc. (the owner and operator of the MSG programming networks) in its financings and disclosure matters
• Popular Inc. (a diversified bank holding company) in its financings and disclosure matters
• Certain members of the Pritzker family in connection with the sale of shares owned by their trusts in the Hyatt hotels IPO and ongoing matters related to their ownership in Hyatt
• The Related Companies in various investments and financings, including the financing of its Hudson Yards development
• Sphere Entertainment Co. (the owner of Sphere in Las Vegas and MSG Networks) in the spin-off of Madison Square Garden Entertainment and subsequent financings, governance and disclosure matters
• Spirit AeroSystems (one of the world’s largest independent producers of commercial aero structures) in its capital markets offerings and disclosure matters
• Symbotic (U.S.) in its $5.5 billion merger with SVF Investment Corp. 3 (U.S.), a SPAC sponsored by an affiliate of Softbank Investment Advisers (U.K.), that resulted in Symbotic becoming a public company, and the $205 million common equity PIPE in connection with the transaction
• Standard Industries Inc. (a leading manufacturer of residential roofing products) in its financings
• United Rentals, Inc. (the largest equipment rental company in the world) in its financings and disclosure matters
• Vector Group Ltd. (a diversified holding company with two major businesses in tobacco and real estate) in its financings and disclosure matters
• The underwriters in the SEC-registered IPO, NYSE listing and subsequent secondary offering by ZIM Integrated Shipping Services Ltd. (an Israeli international cargo shipping company)

Mr. Downes represents:

• The underwriters to Amcor Flexibles North America, American Water Works Company, Becton, Dickinson and Company, Cadre Holdings, Inc., Caterpillar Financial Corporation, Lazard Group, RTX Corporation, Regency Centers Corporation and Tyco Electronics Group in connection with their corporate financings
• The underwriters in SEC-registered IPOs and listings of SPACs, including Big Sky Growth Partners, Inc., Lazard Growth Acquisition Corp. I and Prospector Capital Corp.
• The placements agents in PIPE investments in connection with business combinations involving publicly traded SPACs, including the combinations of Bird Rides, Inc. (an electric scooter rental service) and Switchback II Corporation; Energy Vault, Inc. (a renewable energy storage solutions company) and Novus Capital Corporation II; Getty Images (a visual media company) and CC Neuberger Principal Holdings II; Mirion Technologies, Inc. (a radiation detection and measurement solutions provider) and GS Acquisition Holdings Corp. II; Terran Orbital Corporation (a manufacturer and operator of small satellites) and Tailwind Two Acquisition Corp.; and Virgin Orbit (a responsive launch and space solutions company) and NextGen Acquisition Corp. II