Kelly Rubin

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Dallas + 1.214.969.3768

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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.

Erfahrung

  • Cleveland-Cliffs completes $951 million public offering of Common SharesJones Day represented Cleveland-Cliffs Inc. in connection with an underwritten public offering of 75,000,000 of its Common Shares, resulting in net proceeds of $951 million.
  • VSE Corporation completes $400 million public offering of Common StockJones Day represented VSE Corporation (NASDAQ: VSEC) in connection with an underwritten public offering of 2,352,941 shares of VSE's Common Stock at a price of $170.00 per share (before underwriting discounts and commissions).
  • Olympic Steel merges with RyersonJones Day is advising Olympic Steel, Inc. (NASDAQ: ZEUS), a leading U.S. metals service center, in its merger with Ryerson Holding Corporation (NYSE: RYI), a leading value-added processor and distributor of industrial metals.
  • Koch subsidiary acquires Anchor PackagingJones Day advised Koch, Inc. in the acquisition by subsidiary, Georgia Pacific, of Anchor Packaging, a leading manufacturer of rigid food containers and cling film for the food service, retail and processor channels, from TJC (formerly known as The Jordan Company), a New York City-based private equity firm.
  • National Fuel acquires CenterPoint’s Ohio natural gas utility business for $2.62 billionJones Day is advising National Fuel Gas Company in the $2.62 billion acquisition of CenterPoint’s Ohio natural gas utility business from CenterPoint Energy Resources Corp., a subsidiary of CenterPoint Energy, Inc. (NYSE: CNP).
  • Cleveland-Cliffs completes $275 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. in connection with its Rule 144A and Regulation S offering of an additional $275 million aggregate principal amount of 7.625% Senior Unsecured Guaranteed Notes due 2034.
  • Stephens Group exits investment in Spitzer IndustriesJones Day advised The Stephens Group, LLC and its portfolio company, Spitzer Industries, Inc., on the sale of Spitzer Industries, Inc. to Race Rock Infrastructure LLC.
  • PNC Bank provides $150 million senior secured revolving credit facility to AppFolio, Inc.Jones Day represented PNC Bank, National Association, as administrative agent, in connection with a $150 million senior secured revolving credit facility provided to AppFolio, Inc., a leading technology and software provider for the real estate industry.
  • Better Home & Finance establishes $75 million at-the-market equity programJones Day represented Better Home & Finance Holding Company in connection with the establishment of an at-the-market equity program for the sale of up to $75 million of its shares of Class A Common Stock.
  • Financial institution leads syndicate of lenders on senior secured credit facilities for leading national specialty linen and tabletop rental companyJones Day represented a financial institution, as administrative agent, in connection with the arrangement, syndication, and documentation of senior secured credit facilities to a leading national specialty linen and tabletop rental company.
  • TopBuild completes $750 million Senior Notes offeringJones Day represented TopBuild Corp., a leading installer of insulation and commercial roofing and specialty distributor of insulation and related building material products to the construction industry, in connection with its Rule 144A and Regulation S offering of $750 million aggregate principal amount of 5.625% Senior Notes due 2034.
  • Pentair acquires Hydra-StopJones Day represented Pentair plc (NYSE: PNR), a global leader in water systems, in its acquisition of Hydra-Stop, a leading insertion valve and line stop manufacturer, from Madison Industries for approximately $290 million in cash.
  • Accel Entertainment enters into $900 million syndicated senior secured credit facilityJones Day represented Accel Entertainment, Inc., a growing provider of locals-focused gaming and one of the largest terminal operators in the United States, in connection with a $900 million syndicated senior secured credit facility, consisting of a $300 million revolver and $600 million term loan.
  • Cleveland-Cliffs completes $850 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. in connection with its Rule 144A and Regulation S offering of $850 million aggregate principal amount of 7.625% Senior Unsecured Guaranteed Notes due 2034.
  • PNC Bank provides $1 billion syndicated unsecured revolving credit facility to Nextracker LLC, a subsidiary of Nextracker Inc.Jones Day represented PNC Bank, National Association, as administrative agent, in connection with a $1 billion syndicated unsecured revolving credit facility provided to Nextracker LLC, a subsidiary of Nextracker Inc., a public company that provides solar tracker technologies and solutions for utility-scale and distributed generation solar applications.
  • Valley Link Transmission Company obtains $300 million credit facilityJones Day advised Valley Link Transmission Company, LLC, a joint venture among Dominion Energy, American Electric Power, and FirstEnergy, formed to develop energy transmission projects, in connection with a new $300 million credit facility, consisting of a $180 million revolver and $120 million of letter of credit commitments.
  • EQT and NextDecade strike 20-Year LNG supply dealJones Day is advising EQT Corporation (NYSE: EQT) in connection with the execution of a 20-year liquefied natural gas (LNG) sale and purchase agreement (SPA) for offtake from Rio Grande LNG Train 5. EQT will purchase 1.5 million tonnes per annum (MTPA) of LNG for 20 years on a free on-board basis at a price indexed to Henry Hub.
  • Koch subsidiary TNS acquires BT’s Radianz businessJones Day is advising Transaction Network Services (TNS), a subsidiary of Koch Equity Development, LLC, in connection with its acquisition of BT’s Radianz business.
  • MPLX sells Uinta and Green River basin gathering and processing assets for $1 billionJones Day is advising MPLX LP (NYSE: MPLX) and certain of its affiliates in the $1 billion sale of Uinta and Green River basin gathering and processing assets to a subsidiary of Harvest Midstream, a privately held midstream service provider.
  • KAMAX sells KAMAX Inc.Jones Day represented KAMAX International GmbH in the sale of its US subsidiary, KAMAX Inc., to a Chinese automotive parts manufacturing group.
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    August 2025 Alert

    New "Beginning of Construction" Guidelines Issued for Wind and Solar Tax Credits

    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
    Weitere Veröffentlichungen

    • 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

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