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Robert W. Downes

Partner

Robert W. Downes

Partner
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
  • 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

Rankings and Recognitions

  • Chambers USA: America’s Leading Lawyers for Business – recognized for Capital Markets (2006-2021)
  • Chambers Global: The World’s Leading Lawyers for Business – recognized for Capital Markets (2008-2021)
  • IFLR1000 – recognized as a Market Leader (2011-2020)
  • The Legal 500 United States – named to “Hall of Fame” (2017, 2018), recognized for Capital Markets (2009-2019) and Real Estate (2012, 2014, 2015, 2017, 2018)
  • New York Super Lawyers – recognized for Securities and Corporate Finance (2007-2020)


SELECTED REPRESENTATIONS

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
  • The underwriters in the $300 million SEC-registered IPO and Nasdaq Capital Market listing by Big Sky Growth Partners, Inc. (a SPAC led by Mark Vadon, co-founder of Zulily and Blue Nile)
  • Biohaven Pharmaceutical Holding (a clinical-stage biopharmaceutical company) in its registered offering of common shares
  • The co-placement agents in the pending $160 million PIPE investment in connection with the business combination of Bird Rides, Inc. (an electric scooter rental service) and Switchback II Corporation (a publicly traded SPAC)
  • Canyon Partners, LLC (an investment management firm) in its $600 million 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 formed by David T. Hamamoto, founder of Diamond Head Partners and a director of Lordstown Motors) in its $300 million SEC-registered IPO and listing on Nasdaq​
  • DiamondPeak Holdings Corp. (a publicly traded SPAC) in its business combination with Lordstown Motors Corp., under which Lordstown became a publicly listed company, and the $500 million PIPE transaction in connection with the merger
  • Donnelley Financial Solutions, Inc. (a financial communications services company) in its capital markets offerings and disclosure matters
  • GGP (one of the largest retail real estate companies in the United States) in its $28 billion acquisition by Brookfield Property Partners and in its disclosure and corporate governance matters
  • Hyzon Motors Inc. (a hydrogen fuel cell and hydrogen-powered vehicle company) in its pending business combination with Decarbonization Plus Acquisition Corporation (a publicly traded SPAC), under which Hyzon will become a publicly listed company, and the $400 million PIPE in connection with the merger
  • The underwriter in the $575 million SEC-registered IPO and Nasdaq Capital Market listing by Lazard Growth Acquisition Corp. I (a SPAC formed by Lazard Ltd)
  • 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
  • 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 recently completed separation of its entertainment business from its sports businesses
  • MSG Networks Inc. (the owner and operator of the MSG programming networks) in its spin-off from Cablevision Systems and subsequent financings and disclosure matters
  • Motivate, the operator of CitiBikes and the largest bikeshare operator in North America, in its acquisition by Lyft
  • NorthStar Realty Europe Corp. (a European commercial real estate company) in its disclosure and corporate governance 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 underwriters in the $325 million SEC-registered IPO and Nasdaq Capital Market listing by Prospector Capital Corp. (a SPAC formed by former Qualcomm executives targeting the technology sector)
  • 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
  • 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 $217.5 million SEC-registered IPO and NYSE listing by ZIM Integrated Shipping Services Ltd. (an Israeli international cargo shipping company)
Mr. Downes also represents the underwriters for Lazard Group, Newmont Mining Corporation and Regency Centers Corporation in connection with financings.