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Robert W. Downes


Robert W. Downes

New York +1-212-558-4312+1-212-558-4312 +1-212-558-3588+1-212-558-3588
[email protected]

Robert W. Downes joined Sullivan & Cromwell in 1991 and became a partner of the Firm in January 2000. He is co-head of S&C’s Capital Markets Group.

For over thirty years, Mr. Downes has advised on many of the most high-profile public and private offerings of equity and debt securities, including securities issued in structured finance transactions, and M&A and joint ventures for U.S. and non-U.S. issuers. He also has been actively involved in advising domestic issuers on corporate governance matters, as well as cybersecurity issues. 

Prior to attending law school, Mr. Downes worked as a certified public accountant in the Washington, D.C. office of Coopers & Lybrand.

Professional Activities and Community Involvement

  • Board of Directors, ArtsConnection
  • Board of Directors, Jefferson Scholars Foundation, and Chairman, New York Regional Selection Committee of the University Jefferson Scholarship
  • ​Member, Business and Finance Law Advisory Board, The George Washington University Law School


Mr. Downes has recently represented:
  • 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 Pharmaceutical Holding (a biopharmaceutical company) in its capital markets offerings and disclosure matters, in its $11.6 billion acquisition by Pfizer, Inc. and in the spin-off and NYSE listing of Biohaven Ltd.
  • 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​
  • 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 Madison Square Garden Company 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
  • 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 CompanyCadre Holdings, Inc., Caterpillar Financial CorporationLazard GroupRaytheon Technologies 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


  • Chambers USA: America’s Leading Lawyers for Business – recognized for Capital Markets (2006-2022)
  • Chambers Global: The World’s Leading Lawyers for Business – recognized for Capital Markets (2008-2022)
  • IFLR1000 – recognized as a Market Leader (2011-2020)
  • New York Super Lawyers – recognized for Securities and Corporate Finance (2007-2021)