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Sullivan & Cromwell LLP

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Fax +1 212 558 3588

Robert W. Downes

Work +1 212 558 4312
Sullivan & Cromwell LLP

Work Department

General Practice




Partner since 2000. Co-head of the Firm’s General Practice and Capital Markets Groups; Co-coordinator, High-Yield Debt Group. Extensive experience advising issuers/underwriters in public/private offerings of debt/equity securities, including IPOs, high-yield debt and structured finance transactions. Counsels US and non-US clients in JVs and M&A. Advises domestic issuers on corporate governance matters. Recent representations include AMC Networks; Cablevision; Citizens Financial Group; Clipper Realty; CONMED Corporation; General Growth Properties; Madison Square Garden; the NorthStar companies; Popular, Inc.; R.R. Donnelley; Standard Industries; United Rentals.


George Washington University Law School (JD, 1991); University of Virginia (BS Accounting, 1985).

United States: Finance

Capital markets: debt offerings

Within: Leading lawyers

Robert Downes - Sullivan & Cromwell LLP

Within: Capital markets: debt offerings

The β€˜outstanding’ team at Sullivan & Cromwell LLP scores highly for its β€˜deep knowledge’ and β€˜strong ability to explain complex concepts well’. In particular β€˜unflappable and creative’ group co-head Robert Downes is β€˜a wonderful counselor’; he and Mark Welshimer assisted Citizens Financial Group with three notes offerings totaling $3.2bn. The firm also shines on the manager side and the β€˜responsive and knowledgeable’ Robert Buckholz recently advised the underwriters on three notes offerings by Becton, Dickinson and Company worth a combined $11.4bn. Patrick Brown is a key contact in Los Angeles and advised the underwriters on several debt offerings by AT&T including a $22.5bn notes issuance. Other key names in the β€˜superior’ team are Palo Alto-based capital markets co-head Sarah Payne and Catherine Clarkin, who is deputy managing partner of the practice. Named attorneys are based in New York, unless otherwise stated.

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Capital markets: equity offerings

Within: Capital markets: equity offerings

Sullivan & Cromwell LLP’s β€˜extremely responsive team’ receives plaudits for its β€˜invaluable industry knowledge and experience’ and β€˜seamless handovers between partners as necessary’. In New York, department deputy head Catherine Clarkin is β€˜always accurate, thoughtful, and practical’ and led on several highlight deals over the past year, including advising the joint lead book-running managers on Cadence Bancorporation’s $172.5m IPO. New York’s Robert Buckholz also secures strong praise for his β€˜great instincts’ and β€˜excellent client relationship skills’; he acted for the underwriters on several offerings by Becton, Dickinson and Company, including a $2.2bn follow-on offering. On the company side, Clarkin assisted Byline Bancorp with its $124.5m IPO, while New York-based group co-head Robert Downes advised Clipper Realty on its $87m IPO. Sarah Payne, who co-leads the group from Palo Alto, and Los Angeles-based Patrick Brown are also recommended.

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Capital markets: global offerings

Within: Leading lawyers

Robert Downes - Sullivan & Cromwell LLP

Within: Capital markets: global offerings

β€˜Up there with the best in this area’, Sullivan & Cromwell LLP attracts rave reviews for its β€˜responsive and commercial lawyers’ and its arguably β€˜unmatched ability to appropriately staff complex and cross-border transactions’. The New York-based practice, which excels in both debt and equity deals, is equally adept at advising managers and issuers, and routinely teams up with colleagues in key hubs in Australia, China, Europe and Japan. Recent global highlights include advising Japan Post Holdings on its Β₯1.3tn global stock offering. In another equity headline, the β€˜accurate, thoughtful and practical’ Catherine Clarkin, together with Mitchell Eitel, advised BNP Paribas on its secondary offering of shares of common stock of First Hawaiian. Global infrastructure head Christopher Mann handled a string of major debt capital markets transactions during 2017, including assisting the underwriters with a $3bn global bond offering by the Federative Republic of Brazil. Other key names are: global co-head Robert Downes (β€˜a wonderful counsellor’); Robert Buckholz (β€˜very responsive and knowledgeable’); and very active younger partner Ari Blaut.

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Capital markets: high-yield debt offerings

Within: Capital markets: high-yield debt offerings

β€˜Among the best in this area’, Sullivan & Cromwell LLP receives strong praise for its β€˜strong technical expertise’ and β€˜ability to explain complex concepts well’. The practice, which focuses principally on issuer-side representations, acts for several notable repeat corporate issuers in the high-yield market, including Dish Network and United Rentals. Key contact Robert Downes, who co-heads the general practice group, is β€˜unflappable and creative’ and advised Standard Industries on its $500m offering of senior high-yield notes. Ari Blaut - β€˜an extremely impressive younger partner’ - had a very strong year, which included assisting Andeavor with its $1.6bn offering of high-yield notes to finance its acquisition of Western Refining. In another set of headline deals, Neal McKnight, who co-heads the firm’s finance and restructuring department, and Downes advised United Rentals on three high-yield offerings totaling $2.1bn. John Estes and Scott Miller are also key names in the largely New York-based team.

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United States: Real estate

Real estate investment trusts (REITs)

Within: Real estate investment trusts (REITs)

Sullivan & Cromwell LLP’s β€˜highly responsive and accurate group’ stands out for its β€˜exceptional service’. The team regularly advises REITs and underwriters on public and private offerings, and also excels in REIT formation and tax issues. Transactional specialist and firm chairman Joseph Shenker is β€˜a cut above’; he and capital markets specialist Robert Downes advised Clipper Realty on its $68.1m IPO. Arthur Adler is β€˜very experienced’ and acted for Alexander’s on the $500m CMBS refinancing of an office condominium unit in New York. Other notable clients include Canada Pension Plan Investment Board, Forest City Enterprises and Vornado Realty Trust.

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