Kelly Rubin

Partner

Dallas + 1.214.969.3768

Connect:

Share

Kelly Rubin is a federal tax lawyer practicing primarily in the areas of corporate tax, U.S. and cross-border M&A, financings, and securities offerings. She advises clients from a wide variety of industries on tax-related issues, including federal and international tax planning, compliance, withholding, and reporting.

Kelly has extensive experience in providing tax advice on offerings of U.S. and foreign issuer stock, investment-grade, high yield, and convertible notes and complex financial instruments, as well as exchange offers, tender offers, and consent solicitations. She has represented borrowers and lenders on numerous syndicated and single-lender financings, including cross-border and incremental financings and financings involving mezzanine, second lien, or other junior debt.

Kelly has advised public and private companies, hedge funds, and private equity firms on U.S. and cross-border M&A transactions and other tax-efficient planning. She has helped clients navigate complex withholding and compliance issues, including those relating to tax treaties, FIRPTA (Foreign Investment in Real Property Tax Act), and FATCA (Foreign Account Tax Compliance Act). Her practice extends to chapter 11 and out-of-court restructurings. She also advises clients with respect to tax equity and monetization of tax credits, including the energy tax credits introduced by the Inflation Reduction Act.

Kelly is a graduate of the State Bar of Texas Tax Section Leadership Academy (2016-2017) and the current chair of the General Tax Committee of the State Bar of Texas Tax Section.

Experience

  • M&T leads syndicate of lenders on $150 million senior secured credit facility for Transcat, Inc.Jones Day represented Manufacturers and Traders Trust Company (M&T), as administrative agent, in connection with a $150 million syndicated senior secured credit facility provided to Transcat, Inc., a global leader in test and measurement equipment and calibration services for highly technical industries.
  • Roper Technologies acquires Convoy Platform from FlexportJones Day is advising Roper Technologies, Inc. in the acquisition by subsidiary DAT Freight & Analytics of the Convoy Platform from Flexport Freight Tech LLC, a leading trucktech operator of freight support software.
  • Gray Media completes $775 million private offering of Senior Secured First Lien NotesJones Day represented Gray Media, Inc., a multimedia company headquartered in Atlanta, Georgia that is the nation’s largest owner of top-rated local television stations and digital assets serving 113 television markets that collectively reach approximately 37% of U.S. television households, in connection with its private offering of $775 million aggregate principal amount of 7.250% Senior Secured First Lien Notes due 2033 (the “Notes”) under Rule 144A and Regulation S.
  • Gray Media completes $900 million private offering of Senior Secured Second Lien NotesJones Day represented Gray Media, Inc., a multimedia company headquartered in Atlanta, Georgia that is the nation’s largest owner of top-rated local television stations and digital assets serving 113 television markets that collectively reach approximately 37% of U.S. television households, in connection with its private offering of $900 million aggregate principal amount of 9.625% Senior Secured Second Lien Notes due 2032 (the “Notes”) under Rule 144A and Regulation S.
  • Anthem Energy Partners acquires Oklahoma leaseholdsJones Day represented Anthem Energy Partners LLC in the acquisition of certain Oklahoma leaseholds and related financing for the development of such leaseholds by an affiliate of Anthem Energy Partners.
  • Bunge Global SA and its subsidiary complete offers to exchange and consent solicitations for outstanding Viterra debtJones Day represented Bunge Limited Finance Corp., a wholly-owned subsidiary of Bunge Global SA, in connection with its offers to exchange and consent solicitations of any and all outstanding 2.000% Senior Notes due 2026, 4.900% Senior Notes due 2027, 3.200% Senior Notes due 2031, and 5.250% Senior Notes due 2032 issued by Viterra Finance B.V., a wholly-owned subsidiary of Viterra Limited, for new 2.000% Senior Notes due 2026, 4.900% Senior Notes due 2027, 3.200% Senior Notes due 2031, and 5.250% Senior Notes due 2032 issued by Bunge Limited Finance Corp. and guaranteed by Bunge Global SA.
  • Morgan Stanley Capital Partners portfolio company acquires ESC SpectrumJones Day advised Morgan Stanley Capital Partners in the acquisition and financing by portfolio company, Alliance Technical Group, of ESC Spectrum and Tekran USA from TSI Incorporated, a portfolio company of The Churchill Companies.
  • Large financial institution amends and restates senior secured credit facility for Freedom Mortgage CorporationJones Day represented a large financial institution, as administrative agent, in connection with the amendment and restatement of its senior secured credit facility provided to Freedom Mortgage Corporation, a national, full-service mortgage banker that provides origination and servicing through retail, wholesale, correspondent, and commercial divisions.
  • Materion amends and restates its credit agreementJones Day advised Materion Corporation, an Ohio-based global integrated producer of high-performance advanced engineered materials used in a variety of electrical, electronic, thermal, and structural applications, in connection the amendment and restatement of its credit agreement.
  • Large financial institution provides $165 million syndicated senior secured credit facility to leading egg and dairy farm supplierJones Day represented a large financial institution, as administrative agent, in connection with a $165 million syndicated senior secured credit facility provided to a leading egg and dairy farm supplier.
  • PureCycle Technologies issues shares of Series B Preferred StockJones Day represented PureCycle Technologies, Inc. in connection with the establishment, issuance, and sale of 300,000 shares of Series B Convertible Perpetual Preferred Stock, which pay dividends, in cash or in-kind, at 7%, with an initial issuance price of $1,000 per share, for an aggregate purchase price of $300 million.
  • Spurs Sports & Entertainment invests in LOVB Austin VolleyballJones Day advised Spurs Sports & Entertainment in the acquisition of an interest in LOVB Austin Volleyball alongside G9 Ventures and Bolt Ventures.
  • Monetate acquires SiteSpect, Inc.Jones Day represented Monetate, Inc., a leading AI-driven personalization platform, in connection with the acquisition of SiteSpect, Inc., a leader in A/B testing and personalization.
  • Cascades completes $400 million Senior Notes offeringJones Day represented Cascades Inc. (TSX: CAS), a leader in eco-friendly recovery, packaging, and hygiene products, in connection with a Rule 144A and Regulation S offering of $400 million aggregate principal amount of 6.750% Senior Notes co-issued by Cascades Inc. and Cascades USA Inc., a U.S. indirect wholly-owned subsidiary of Cascades Inc.
  • Direct lender provides $76 million senior secured credit facility to precast concrete producer in connection with acquisition of new precast concrete facilityJones Day advised a direct lender, as agent, in connection with a $76 million senior secured credit facility, consisting of a $45 million term loan, $23 million delayed draw term loan, and $8 million revolver, provided to a precast concrete producer in connection with its acquisition of a sixth precast concrete facility.
  • PNC Bank provides $500 million unsecured revolving credit facility to Pure Storage, Inc.Jones Day represented PNC Bank, National Association, as administrative agent, in connection with a $500 million unsecured revolving credit facility provided to Pure Storage, Inc., a public technology company that specializes in all-flash data storage hardware and software products.
  • Georgia-Pacific completes $1 billion Senior Notes offeringJones Day represented Georgia-Pacific LLC (“Georgia-Pacific”) in connection with its Rule 144A and Regulation S offering of $500 million aggregate principal amount of 4.400% Senior Notes due 2028 and $500 million aggregate principal amount of 4.950% Senior Notes due 2032.
  • Guardian Pharmacy Services completes $181 million follow-on public offering, including “synthetic secondary” transactionJones Day represented Guardian Pharmacy Services, Inc. (NYSE: GRDN), a leading long-term care pharmacy services company, in connection with its $181 million underwritten follow-on public offering.
  • Newell Brands completes $1.25 billion Senior Notes offeringJones Day represented Newell Brands Inc. (NASDAQ: NWL) in connection with a Rule 144A and Regulation S offering of $1.25 billion aggregate principal amount of 8.500% Senior Notes due 2028.
  • Phoenix Merchant Partners subsidiary provides $30 million term loan to appraisal management companyJones Day represented Phoenix Merchant Agent, LP, a subsidiary of Phoenix Merchant Partners, LP, as administrative agent, in connection with a $30 million term loan facility provided to an appraisal management company.
    • View All

    July 2025 White Paper

    One Big Beautiful Bill Act—Impact on Energy Tax Credits

    July 2025 Alert

    The One Big Beautiful Bill Becomes Law: Impact on Clean Energy Tax Credits

    May 2025 Alert

    The One, Big, Beautiful Bill: Impact on Clean Energy Tax Credits

    JANUARY 2025 Alert

    New Guidance on the Commercial EV Tax Credit

    JANUARY 2025 Alert

    Draft Guidance on the Section 45Z Clean Fuel Production Credit

    JANUARY 2025 Alert

    Final Clean Electricity Production and Investment Tax Credit Regulations Provide Taxpayers With Welcomed Guidance

    January 2025 Alert

    Final Regulations Issued in Final Days of Congress: Clean Hydrogen Production Tax Credit

    December 2024 Alert

    Final Regulations Clarify the Investment Tax Credit Rules

    DECEMBER 2024 Alert

    Final Regulations Expand Access to "Direct Pay" Elections for Energy Credits

    October 2024 Alert

    Final Regulations Clarify Requirements for the Advanced Manufacturing Production Credit
    View All

    October 25-27, 2023 Speaking Engagements

    PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2023 New York

    Additional Speaking Engagements

    • January 6, 2025
      Tax Traps for the Unwary in Lending and Capital Markets Transactions, Dallas Bar Association
    • October 31, 2024
      PLI New York’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings: “Interesting Corporate Transactions of the Past Year”
    • January 10, 2024
      DC Bar Tax Conference, Transferability and Direct Pay under the Inflation Reduction Act
    • April 18, 2023
      New York Institute of Credit Annual Credit Smorgasbord: Panel on Driving Growth in the Renewable Energy Sector
    • January 25, 2023
      D.C. Bar Taxation Community's Annual Tax Conference, Manufacturing Tax Credits and Incentives Under the IRA
    • November 7, 2022
      Cryptocurrency Taxation, MACPA's Advanced Tax Institute Conference
    • October 14, 2022
      Panoply of Hot Topics – The World Beyond the New Acronyms and Pillars, ABA Tax Section
    • May 16, 2022
      Cross-Border Tax Provisions in Stock and Asset Purchase Transactions, Tax Executives Institute
    • May 16, 2022
      Post-Acquisition Cross-Border Integration and Restructuring Planning, Tax Executives Institute
    • January 26, 2022
      Developing Tax Efficient LIBOR Transition Strategies, Texas Tax Section
    • August 1-2, 2019
      Co-Director of 37th Annual Advanced Tax Law Course in Houston, TexasBarCLE
    • January 25, 2019
      Choice of Entity Considerations Post-Tax Reform, Tax Law in a Day, State Bar of Texas
    • November 17, 2015
      TEI Dallas Chapter Tax Seminar

    Before sending, please note:

    Information on www.jonesday.com is for general use and is not legal advice. The mailing of this email is not intended to create, and receipt of it does not constitute, an attorney-client relationship. Anything that you send to anyone at our Firm will not be confidential or privileged unless we have agreed to represent you. If you send this email, you confirm that you have read and understand this notice.