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Waldo Jones joined Sullivan & Cromwell as an associate in its New York office in 1990, where he was resident until 1992 and during 1995 and 1996. He currently is the Special Counsel that heads up the Firm's Sydney office. He was previously resident in the Firm's Melbourne office during 1992 to 1994 and 1996 to 2001. Mr. Jones regularly advises U.S. and non-U.S. corporations and broker-dealers, and non-U.S. governments, on securities, privatization, merger and acquisition, project finance, venture capital and joint venture transactions in the United States, Canada, Australia, New Zealand and Latin America. These transactions have included a wide variety of SEC-registered public offerings and private offerings, including pursuant to Rule 144A and Regulation D, of equity, debt securities, convertible securities, medium-term notes and commercial paper notes. Corporate issuers have been in the banking and financial services, resources, energy generation and distribution, retail, gaming and leisure, insurance, chemicals, pay television, airline, telecommunications, health care, paper and packaging, computer, internet and wine and beverage industries. He has also advised on several NASDAQ and New York and American Stock Exchanges listings of U.S. and non-U.S. companies. Most recently, Mr. Jones has advised extensively on corporate governance and U.S. securities law compliance, particularly matters arising under the Sarbanes-Oxley Act and related SEC and U.S. stock exchange rules. Mr. Jones has also represented companies on various public and private merger and acquisition transactions, demerger (spin-off) transactions and debt tender and exchange offers. He also advised on several project financings while resident in the Firm s New York office and regularly advises international and Australian investment banks and their U.S. broker-dealer affiliates on their U.S. capital markets activities, including the requirements for public and private securities offerings and the distribution of research reports. | 