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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.

Mr. Downes has extensive experience in public and private offerings of equity and debt securities, including securities issued in structured finance transactions, and mergers, acquisitions and joint ventures for U.S. and non-U.S. issuers. He also has been actively involved in advising U.S. issuers on corporate governance matters, as well as on 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
  • Chairman, New York City Regional Selection Committee for the University of Virginia Jefferson Scholarship
  • Member, Business and Finance Law Advisory Board, The George Washington University Law School

Rankings and Recognitions

  • The Best Lawyers in America – recognized for Capital Markets (2009-2018)
  • Chambers USA: America’s Leading Lawyers for Business – recognized for Capital Markets (2006-2019)
  • Chambers Global: The World’s Leading Lawyers for Business – recognized for Capital Markets (2008-2019)
  • IFLR1000 – recognized as a Market Leader (2011-2019)
  • The Legal 500 United States – named to “Hall of Fame” (2017, 2018), recognized for Commercial Lending (2011, 2014, 2015, 2016, 2017), Capital Markets (2009-2019), and Real Estate (2012, 2014, 2015, 2017, 2018)
  • New York Super Lawyers – recognized for Securities and Corporate Finance (2007-2018)


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 clinical-stage biopharmaceutical company) in its registered offering of common shares
  • Cablevision Systems Corporation (one of the largest cable operators in the United States) in its disclosure matters, financings and M&A transactions, including its sale to Altice
  • Citizens Financial Group, Inc. (one of the nation’s oldest and largest financial institutions) in its capital markets offerings and disclosure matters
  • Clipper Realty Inc. (a New York-based owner of commercial and residential properties) in its private offering of common stock and IPO
  • Colony NorthStar (now Colony Capital, a leading global real estate and investment management firm) in its sale of The Townsend Group to Aon plc and in its financings, disclosure and corporate governance matters
  • CONMED Corporation (a medical device manufacturer) in its financings, M&A transactions and corporate governance matters
  • Donnelley Financial Solutions, Inc. (a financial communications services company) in its capital markets offerings and disclosure matters
  • Harris Corporation (a defense technology company) in its approximately $35 billion merger of equals with L3 Technologies
  • LSC Communications, Inc. (a global leader in traditional and digital print, print-related services and office products) in its capital markets offerings and disclosure matters
  • The Madison Square Garden Corporation (a sports and entertainment business) in its financings, disclosure matters and M&A transactions, including the possible spin-off of its sports businesses, including the New York Knicks and New York Rangers professional sports franchises
  • Motivate, the operator of CitiBikes and the largest bikeshare operator in North America, in its acquisition by Lyft
  • MSG Networks (regional sports and entertainment networks) in its financings and disclosure matters
  • NorthStar Realty Europe Corp. (a European commercial real estate company) in its disclosure and corporate governance matters
  • the underwriters for Phibro Animal Health Corporation (a leading global diversified animal health and mineral nutrition company) in its initial public offering
  • 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
  • RR Donnelley & Sons Company (a provider of printing and related services) in its financings and disclosure matters and its spinoff of Donnelley Financial Solutions and LSC Communications
  • The Related Companies in various investments and financings, including the financing of its Hudson Yards development
  • Revlon (a multi-national cosmetic company) in its corporate 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
  • Standard Industries Inc. (a leading manufacturer of residential roofing products) in its financings
  • Stonegate Mortgage Corp. (specialty finance company) in its initial public offering, disclosure and corporate governance matters and sale to Home Point Financial
  • Townsquare Media (an American radio network and media company) in its corporate governance and disclosure matters
  • United Rentals, Inc. (the largest equipment rental company in the world) in its financings and disclosure matters
  • Unum Group (a leading provider of financial protection benefits and disability income protection) in its notes offering
  • Vector Group Ltd. (a diversified holding company with two major businesses in tobacco and real estate) in its financings and disclosure matters

Mr. Downes also represents the underwriters for Lazard Group, Newmont Mining Corporation, PPL Corporation and Regency Centers Corporation in connection with financings.