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Waldo D. Jones Jr.

Partner

Waldo D. Jones Jr.

Partner
Sydney +61-2-8227-6700+61-2-8227-6700 +61-2-8227-6750+61-2-8227-6750
jonesw@sullcrom.com

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 partner 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.

Recognitions

  • Chambers Asia-Pacific – Capital Markets: US Law – Band 1 lawyer (2013, 2014, 2015, 2016, 2017)
  • Chambers Global – Capital Markets (Foreign Experts for USA) in Australia (2013, 2014, 2015, 2016, 2017)
  • Chambers Global – Capital Markets: US Law in Australia – Spotlight Table (2014, 2015, 2016)
  • Chambers Global – Capital Markets: Debt & Equity (Experts Based Abroad) in U.S. (2013, 2014, 2015, 2016, 2017)
  • Best Lawyers in Australia –Debt Capital Markets (2016, 2017)
  • Best Lawyers in Australia – Equity Capital Markets (2012, 2013, 2014, 2015, 2016, 2017)
  • Best Lawyers in Australia – Mergers and Acquisitions (2016, 2017)
  • Legal 500 Asia Pacific - Australia – Capital Markets (2016)
  • Who’s Who Legal – Capital Markets – Debt and Equity – Most Highly Regarded Individual (2015, 2016)
  • Who’s Who Legal – Capital Markets – Debt and Equity (2014, 2017)
  • Chambers Global – Capital Markets: US Law in Australia – Band 1 lawyer (2013)
  • Best Lawyers in Australia – Capital Markets (2009, 2010, 2011, 2012)
  • PLC Which Lawyer? Capital Markets (2012-13)
  • Chambers Asia Pacific – Capital Markets: Debt and Equity (2012)
  • PLC Which Lawyer? Yearbook (2007, 2008, 2011)
  • PLC Cross-border Capital Markets Handbook (2009)


SELECTED REPRESENTATIONS

Securities Offerings and Other Financings (2010-present):
  • Australian financial institutions, including:
    • Commonwealth Bank of Australia, Suncorp–Metway, Macquarie Group and Macquarie Bank on their Rule 144A/Reg. S MTN programs.
    • Macquarie Bank on its US$750 million Rule 144A/Reg. S offer  of “Tier 1” subordinated notes (2017).
    • Commonwealth Bank of Australia on its US$1.25 billion  Rule 144A/Reg. S offer “Tier 2” of subordinated notes (2015).
    • Macquarie Bank in its US$750 million Rule 144A/Reg. S offer of “Tier 2” subordinated notes (2015).
    • QBE Insurance Group Limited’s sole underwriter in its A$650 million private institutional offer of ordinary shares (2014).
    • Challenger Limited’s sole underwriter on A$250 million private institutional share offer (2014).
  • Fortescue Metals Group on its US$1.5 billion Rule 144A/Reg. S offering of senior unsecured notes (2017).
  • APA Group on its US$850 million (2017), US$1.4 billion (2015) and US$750 million debut (2012) Rule 144A/Reg. S offerings of senior guaranteed notes.
  • The underwriters on the US$600 million debut Rule 144A/Reg. S offering by Goodman Australia Industrial Partnership of its senior guaranteed notes (2016).
  • The underwriters on the US$600 million debut Rule 144A/Reg. S offering by Amcor of its senior notes (2016).
  • Ingham’s Enterprises on its A$596.4 million IPO by private equity investors (2016).
  • The underwriters on the A$919 million IPO and listing on the Australian Securities Exchange of Reliance Worldwide (2016).
  • The underwriters on the A$833 million IPO and listing on the Australian Securities Exchange of MYOB (2015).
  • The underwriters on the US$500 million debut (2012), US$500 million (2013) , US$500 million (2015)  and US$900 million (2016) Rule 144A/Reg. S offerings by Sydney Airport of its senior notes.
  • Debt private placements under Section 4(a)(2) of the Securities Act of 1933 by the following:
    • Charter Hall Prime Industrial Fund (2017).
    • Long WALE Investment Partnership Trust (2017).
    • Coca-Cola Amatil (2016).
    • Charter Hall Retail REIT (2015, 2016).
    • Newcastle Coal Infrastructure Group (2011, 2013).
    • Coca-Cola Amatil New Zealand (2011).
  • The underwriters on the A$486 million IPO and listing on the Australian Securities Exchange of Regis Healthcare (2014).
  • Jingrui Holdings on its US$150 million debut high yield Rule 144A/Reg. S secured and guaranteed debt offering (2014).
  • Mighty River Power on its $1.4 billion privatization by IPO by the New Zealand Government (2013).
  • The underwriters on the A$582 million IPO and listing on the Australian Securities Exchange of Nine Entertainment Co. Holdings (2013).
  • The underwriters on the A$581 million IPO and listing on the Australian Securities Exchange of Pact Group Holdings Pty Ltd (2013).
  • SCA Property Group on its A$472 million IPO an spin-off from Woolworths (2012).
  • Leighton Holdings (CIMIC Group) on its US$500 million debut Rule 144A/Reg. S offering of senior guaranteed notes (2012).
  • Asciano on its US$1 billion debut (2010) and US$1 billion (2011) Rule 144A/Reg. S offerings of senior guaranteed notes.
  • New South Wales Treasury Corporation on the establishment of its US$10 billion MTN program established in 2010 and related SEC registration and disclosure obligations.
  • Woolworths on its US$850 million (2011) and US$1.25 billion (2010) Rule 144A/Reg. S offerings of senior notes.
  • The underwriters on the US$650 million debut (2008), US$650 million (2011) and US$750 million (2013) Rule 144A/Reg. S offerings by Wesfarmers of its guaranteed senior notes.
  • The underwriters on the US$500 million (2012), US$500 million (2011) and US$325 million debut (2010) Rule 144A/Reg. S offerings by Goodman Group of its guaranteed senior notes.
  • Numerous entitlements offerings and share placements by Australian issuers, including:
    • JB HiFi (A$394 million, 2016)
    • Charter Hall Limited and Charter Hall Funds Management Limited, as responsible entity for Charter Hall Property Trust (A$275 million, 2017, A$225 million, 2015)
    • Macquarie Group (A$400 million, 2015)
    • Commonwealth Bank of Australia (A$5.1 billion, A$1.65 billion and A$2 billion, 2015, 2009, 2008)
    • Dexus Funds Management Limited (A$400 million, 2015).
    • Aristocrat Leisure Limited’s sole underwriter  on A$375 million private institutional share offer (2014)
    • APA Group (A$1.8 billion, 2014)
    • Bank of Queensland (A$400 million, 2014)
    • Arrium (A$756 million, 2014)
    • Charter Hall Retail REIT (A$90 million, 2013)
    • Mesoblast Limited (A$50 million, 2013)
    • Spark Infrastructure (A$295 million, 2010)
    • Lend Lease (A$800 million and A$303 million, 2010, 2008)
Securities Offerings and Other Financings (2003-2009):
  • Numerous entitlements offerings and share placements by Australian and New Zealand issuers, including :
    • Wesfarmers (A$4.6 billion and A$2.57 billion, 2009, 2008)
    • Fairfax Media (A$625 million, 2009)
    • Mirvac Group (A$500 million, 2009)
    • Santos (A$3 billion and A$1.65 billion, 2010, 2009)
    • Pacific Brands (A$154 million, 2009)
    • Westpac (A$2.5 billion, 2009)
    • Newcrest Mining (A$750 million, 2009)
    • AMP (A$450 million, 2009)
    • Goodman Group (A$955 million, 2008)
    • OneSteel (Arrium) (A$789 million, 2008)
    • Orica (A$700 million, 2008)
    • Insurance Australia Group (A$450 million, 2008)
    • DEXUS (A$300 million, 2008)
    • Sky City Entertainment (NZ$185 million, 2008)
  • Coca Cola Amatil on its US$400 million debut Rule 144A/Reg. S offering of senior notes (2009).
  • Debt private placements under Section 4(a)(2) of the Securities Act of 1933 by the following:
    • Loy Yang A (2006)
    • Lend Lease (2005)
    • Woolworths (2005)
    • Origin Energy (2005, 2003)
    • OneSteel (Arrium) (2004)
    • Rinker Group (2003)
  • Commonwealth Bank of Australia on its US$700 million and US$550 million Rule 144A/Reg. S offerings of Tier 1 hybrid securities (2006, 2003).
  • The underwriters in connection with the US$400 million Rule 144A/Reg. S offering of notes by Qantas Airways (2006).
Debt Liability Management Matters:
  • The dealer managers on the US$481.6 million Rule 144A/Reg. S exchange offering by Goodman Group of its senior notes (2017).
  • QBE Insurance Group on its exchange offer of subordinated notes (2016).
  • CIMIC Group (formerly Leighton Holdings), on its all cash tender offer for US$500 million of notes (2015).
  • Commonwealth Bank of Australia on its all cash tender offer for US$2.73 billion of Commonwealth Government guaranteed notes (2014).
M&A and Other U.S. Legal Matters:
  • Certain debt holders of Emeco in connection with the recapitalization and triple merger of Emeco Holdings Limited with Orionstone and Andy’s Earthmovers through an Australian scheme of arrangement (2016).
  • Asciano as to U.S. legal matters on its proposed acquisition by Brookfield (2016).
  • Telstra as to U.S. legal matters on its acquisition of PacNet (2015).
  • Lead managers in the offer and sale by the Spark Infrastructure Group of its ordinary stapled securities to partly fund its acquisition of a 14.1 percent interest in the DUET Group (2014).
  • Goldman Sachs as financial adviser to MMG (Australia) in connection with the $5.85 billion acquisition of the Las Bambas copper project (Peru) by an MMG-led consortium consisting of 3 China state-owned companies, China Minmetals, Guoxin International Investment Corp and CITIC Metal Co, from Glencore Xstrata (Switzerland) (2014).
  • Lenders and borrowers in negotiating and structuring of senior credit facilities.
  • AGL and Alinta as to U.S. legal matters on its merger via scheme of arrangement (2006).
  • The underwriters on the IPO of stapled securities by Spark Infrastructure pursuant to Rule 144A/3(c) (7) in the United States (2005).
  • The underwriters on the IPO by Goodman Fielder pursuant to Rule 144A in the United States (2005).
  • British Airways on the block trade of its 18.25% equity interest in Qantas for A$1.1 billion (2004).
  • Rinker Group on its tender offer and exchange offer of notes (2003).
  • The dealer managers in connection with the US$1.68 billion all cash tender offer by Macquarie Bank for US$2.73 billion of Commonwealth Government guaranteed notes (2013).
  • The dealer managers in connection with the US$350 million exchange offer of notes by Qantas Airways (2006).
  • AXA APH and AMP as to U.S. legal matters on the acquisition of AXA’s Asia-Pacific businesses (2011).
  • Orica and Dulux as to U.S. legal matters on the demerger of Dulux from Orica (2010).
  • Kirin Holdings in respect of U.S. financing matters on its A$3.31 billion acquisition of Lion Nathan (2009).
  • ABC Learning Centres on its sale of an interest in its U.S. business to Morgan Stanley private equity (2008).
  • Consortium arrangements related to Macquarie Infrastructure Partners’ acquisition of Duquesne Light (2007).
  • Rinker Group and CSR on Rinker’s demerger from CSR, including exchange and tender offers of debt securities and subsequent SEC registration of Rinker’s shares and listing of its ADRs on the NYSE (2003).
  • Represented the sponsors on a project financing of the Oleoducto Central oil pipeline in Colombia, in in respect of several capital markets and bank financings (1995).
  • 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.