KellyRubin

Partner

Dallas + 1.214.969.3768

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

  • Koch Equity invests $400 million in CPM HoldingsJones Day is advising Koch Equity Development LLC in connection with its $400 million strategic equity investment in CPM Holdings, Inc., a leading global supplier of engineered process equipment for animal feed, oilseed processing, extrusion, and thermal processing markets.
  • Roper Technologies acquires Procare SolutionsJones Day is advising Roper Technologies, Inc. in the $1.86 billion acquisition of Procare Solutions, a leading provider of cloud-based software for the management of early childhood education centers.
  • Leading financial services company provides incremental syndicated senior secured credit facilities to finance merger of two national hospice companiesJones Day represented a leading financial services company, as left lead arranger and administrative agent, in connection with an incremental syndicated senior secured credit facilities to finance the merger of two national hospice companies.
  • Roper Technologies subsidiary acquires ProPricerJones Day advised Roper Technologies, Inc. in the acquisition by subsidiary Deltek of ProPricer, a leading proposal pricing solution for government contractors and government agencies.
  • TransDigm completes $1 billion Senior Secured Notes offering and $1 billion incremental term loanJones Day represented TransDigm Group Incorporated (“TransDigm Group”), a leading global designer, producer and supplier of highly engineered aircraft components, in connection with the Rule 144A and Regulation S offering by TransDigm Inc., its wholly-owned subsidiary, of $1 billion aggregate principal amount of 7.125% Senior Secured Notes due 2031 (the “Notes”).
  • Affiliate of Centre Lane Partners acquires appliance business from Instant BrandsJones Day advised an affiliate of Centre Lane Partners in the acquisition and financing of the appliances business of Instant Brands, designer and distributor of kitchen and home appliances, including the Instant Pot, pursuant to Section 363 of title 11 of the United States Code.
  • Cortec Group sells Chauvet & Sons to Court Square Capital PartnersJones Day advised Cortec Group in the sale of its Chauvet & Sons platform to Court Square Capital Partners.
  • Lennox establishes $500 million commercial paper facilityJones Day represented Lennox International Inc., a leading global provider of climate control solutions, in connection with the establishment of a $500 million commercial paper facility.
  • FirstEnergy obtains $1.15 billion financing packageJones Day advised FirstEnergy Corp., a diversified energy holding company, and certain of its subsidiaries in connection with (i) amendments to its six existing credit facilities, (ii) a new $1 billion unsecured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and (iii) a $150 million unsecured revolving credit facility with PNC Bank, National Association, as administrative agent.
  • Webster Bank arranges $134 million secured credit facilityJones Day represented Webster Bank, N.A. in connection with a $134 million credit facility consisting of a $109 million term loan facility and a $25 million revolving credit facility provided to a leading U.S. manufacturer of private label take-and-bake pizzas and flatbreads.
  • Greenpac Mill obtains $150 million revolving credit facilityJones Day represented Greenpac Mill, LLC, a subsidiary of Cascades Inc., in connection with a $150 million revolving credit facility with National Bank of Canada, as administrative agent.
  • Lennox completes $500 million Senior Notes offeringJones Day represented Lennox International Inc. in connection with its SEC-registered offering of $500 million aggregate principal amount of 5.500% Senior Notes due 2028.
  • Monongahela Power Company completes $400 million private placement of First Mortgage BondsJones Day represented Monongahela Power Company, an electric public utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its Rule 144A and Regulation S offering of $400 million aggregate principal amount of its 5.850% First Mortgage Bonds due 2034.
  • Leading financial services company provides $380 million syndicated senior secured credit facility to global supplier of technologies for security, healthcare, and other industrial end-marketsJones Day represented a leading financial services company, as left lead arranger and administrative agent, in connection with a $380 million syndicated senior secured credit facility, consisting of a $340 million term loan and a $40 million revolving credit facility, provided to a leading global supplier of advanced imaging, power, and motion control technologies for security, healthcare, and other industrial end-markets.
  • The Potomac Edison Company completes $150 million private placement of First Mortgage BondsJones Day represented The Potomac Edison Company, an electric public utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $100 million aggregate principal amount of its 5.64% First Mortgage Bonds due 2028 and $50 million aggregate principal amount of its 5.73% First Mortgage Bonds due 2030.
  • restor3d acquires Conformis, Inc.Jones Day advised restor3d, Inc., a leading personalized 3D-printed orthopedic company, on its acquisition of Conformis, Inc. (NASDAQ: CFMS), a leading medical technology company focused on orthopedic patient care.
  • Roper Technologies subsidiary acquires business of RepliconJones Day advised Roper Technologies, Inc. in the acquisition by subsidiary Deltek, the leading global provider of software and solutions for project-based businesses, of the business of Replicon, Inc., a provider of unified time tracking solutions that bring together Project Delivery, Finance, and HR on a single platform, purpose-built for project and services-centric organizations.
  • Greystar completes $850 million refinancingJones Day advised Greystar Real Estate Partners, LLC, a fully-integrated property management, investment management and development and construction services company specializing in the multifamily real estate industry, in connection with its $850 million refinancing, consisting of (i) a new $450 million syndicated “term loan B” credit facility, and (ii) the issuance of $400 million in aggregate principal amount of 7.750% Senior Secured Notes due 2030 in a Rule 144A and Regulation S offering.
  • TransDigm completes $1.45 billion Senior Secured Notes offeringJones Day represented TransDigm Group Incorporated (“TransDigm Group”), a leading global designer, producer and supplier of highly engineered aircraft components, in connection with the Rule 144A and Regulation S offering by TransDigm Inc., its wholly-owned subsidiary, of $1.45 billion aggregate principal amount of 6.875% Senior Secured Notes due 2030 (the “Notes”).
  • TopBuild obtains new $550 million delayed draw term loan facilityJones Day represented TopBuild Corp., a leading installer and distributor of insulation and building material products to the construction industry, in connection with an amendment to its existing credit facility to, among other things, obtain a new $550 million delayed draw term loan facility.
  • Vortragstätigkeit

    • 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