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Sullivan & Cromwell LLP

125 BROAD STREET, NEW YORK 10004-2498, USA
Tel:
Work +1 212 558 4000
Fax:
Fax +1 212 558 3588
Email:
Web:
www.sullcrom.com

Robert W. Downes

Tel:
Work +1 212 558 4312
Email:
Sullivan & Cromwell LLP

Work Department

General Practice

Position

Partner

Career

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.

Education

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


United States

Real estate

Within: Real estate

Sullivan & Cromwell LLP’s practice delivers an ‘extremely high quality of service’ and the team continued to feature prominently in major corporate deals involving real estate entities. In one highlight, Joseph Shenker and ‘very effective negotiatorArthur Adler acted for Vornado Realty Trust in connection with the tax-free spin-off of its Washington DC business and the $8.4bn merger of that business with JBG Companies. In another key transaction, Robert Downes assisted NorthStar Asset Management Group in its merger with Colony Capital and NorthStar Realty Finance. The practice also handles a sizable volume of equity deals for clients such as Goldman Sachs; recent examples include Anthony Colletta acting for Broad Street Principal Investments in the acquisition of both the Santa Monica Proper Hotel and the Austin Proper Hotel, and Benjamin Weber advising Delaware Life Insurance Company on a proposed preferred equity investment in a high-rise residential development project in San Francisco. Practice head Robert Schlein advises across the full spectrum of real estate matters and acted for KKR in its leasing of office space at 30 Hudson Yards. All named attorneys are based in New York, although the practice also has presence in Los Angeles.

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United States: Finance

Capital markets: debt offerings

Within: Leading lawyers

Robert Downes - Sullivan & Cromwell LLP

Within: Capital markets: debt offerings

The ‘top-notch’ group at Sullivan & Cromwell LLP is ‘excellent in every respect’, exhibiting a ‘business-friendly approach’, and ‘very deep bench’. The firm sits comfortably at the top of the market globally, which also ensures it is regularly involved in some of the most prominent cross-border matters. Most notably, the New York office teamed up with the London office to advise Anheuser-Busch InBev Finance on its $46bn offering of notes as well as on its subsequent $1.4bn offering of notes; the initial transaction was notable for being the second-largest corporate bond sale on record and the US side of the deal was led by Frank Aquila. Among its work for underwriters, Robert Risoleo assisted Citigroup Global Markets and UBS Securities with Aetna’s $13bn notes offering, while Los Angeles-based Patrick Brown advised the underwriters on two offerings of notes by AT&T totaling $10bn. Robert Downes and Catherine Clarkin are also highly regarded. Named partners 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 New York-headquartered group acted on a steady flow of equity matters through 2016, and significantly its issuer-side practice set the pace for the department - historically it has been stronger on the manager side. Among the group’s recent highlights, deputy capital markets head Catherine Clarkin and Mitchell Eitel advised First Hawaiian Bank on its $557.7m IPO and spinoff from BNP Paribas, and John Evangelakos assisted Intercontinental exchange with its $1.3bn follow-on offering. In the Palo Alto office, John Savva and Sarah Payne advised SoftBank on the $10bn monetization of a portion of its Alibaba stake, including a $3.4bn private placement. On the underwriter side, Robert Downes acted for Bank of America Merrill Lynch and Wells Fargo Securities in Regency Centers’ $406.4m follow-on offering. The highly regarded Robert Buckholz coordinates the firm’s corporate and finance department.

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Capital markets: global offerings

Within: Leading lawyers

Robert Downes - Sullivan & Cromwell LLP

Within: Capital markets: global offerings

Sullivan & Cromwell LLP’s highly rated US practice, which has experienced partners in New York and Palo Alto, benefits greatly from close cooperation with colleagues in key centres such as London, Hong Kong, Beijing, Tokyo and Sydney. The firm’s global outlook is reflected in the fact that New York-based Robert Downes jointly heads the team with Carsten Berrar in Frankfurt. Most of the group’s largest mandates, be they debt or equity, or for issuer or underwriter, involve partners working across several offices. Recent examples include advising Anheuser-Busch on its $46bn bond offering, the second-largest corporate bond sale on record, and acting for Ferrari during its €500m debut bond offering on the Irish Stock Exchange. The firm also advised Japan Post on its $12bn triple IPO of shares in Japan Post Holdings, Japan Post Bank and Japan Post Insurance on the Tokyo Stock Exchange, which involved partners in Tokyo and New York. On the underwriter side, the team advised Bank of America Merrill Lynch and Goldman Sachs, among others, on Visa’s debut $16bn SEC-registered offering of notes. Ari Blaut is recommended as an up-and-coming partner.

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Capital markets: high-yield debt offerings

Within: Capital markets: high-yield debt offerings

Experienced, thoughtful and practical’, the team at Sullivan & Cromwell LLP is ‘exceptional on any measure’. The firm houses a diverse high-yield debt practice, with specialist industry expertise in telecoms, healthcare and energy as well an impressive cross-border capability. Lawyers attract praise for their ‘outstanding insight’ and ability to ‘take the right tone with business leaders’. The ‘experienced and commercialRobert Downes advised AMC Networks on its $1bn high-yield offering, and Building Materials Corporation of America on multiple high-yield transactions, including a $1.1bn notes offering. Neal McKnight paired up with Downes to advise United Rentals (North America) on two offerings of high-yield notes worth a combined $1.5bn. Scott Miller, who splits his time between New York and Palo Alto, acted for DISH DBS during its $2bn offering of senior notes. John Estes and Palo Alto-based John Savva are also recommended. Named attorneys are based in New York unless otherwise stated.

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Commercial lending

Within: Commercial lending

Sullivan & Cromwell LLP’s highly focused team has a good reputation for high-end borrower work for major public corporations such as Bayer, which it represented on its $57bn bridge loan to finance its acquisition of Monsanto; this was the third-largest acquisition bridge financing to date and the largest-ever acquisition of an American company by a foreign buyer. Another major highlight was advising AT&T on its $40bn bridge loan to finance its $85bn acquisition of Time Warner. The team, which is led by Robert Downes, John Estes and S Neal McKnight, has a very broad skillset and is equally comfortable in the high-yield space as it is for acquisition finance. This was demonstrated in its advice to Concordia, which used a combination of a $520m equity raising and a debt financing, including a $790m high-yield bond and a $1.87bn senior secured term loan to finance its acquisition of Amdipharm Mercury. Other highly rated partners include Ari Blaut and Erik Lindauer.

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