Marcia C.Kelson

Partner

Pittsburgh + 1.412.394.9563

Marcia Kelson focuses on complex benefit and compensation matters, including those arising in connection with corporate acquisitions, dispositions, mergers, pension de-risking, and employee stock ownership plans (ESOPs). With 18 years of experience, she has counseled hundreds of plan sponsors, fiduciaries, and administrators on legal issues pertinent to employee benefit plans and the entities that maintain them. This includes advising public, private, and nonprofit clients with respect to the structuring, drafting, and administration of qualified and nonqualified retirement plans, equity-based compensation, and other similar plans and programs. In addition, Marcia regularly drafts and negotiates employment, severance, retention, and change of control agreements.

Marcia has worked with clients in a wide range of industries, including insurance, food packaging, food/snacks, medical technology, communications infrastructure, energy, data center services, publishing, agricultural, granite, and retail pharmacy. She also advises private equity funds in acquiring companies and implementing equity incentive arrangements across their platform companies.

Furthermore, Marcia counsels clients on minimization of fiduciary liability, including counseling boards and compensation committees on implementation of proper plan governance practices. She has significant experience representing plan sponsors and fiduciaries in connection with Department of Labor (DOL) and Internal Revenue Service (IRS) filings, reviews, and investigations.

Marcia is a member of the board of directors of Propel Schools Foundation, a Pittsburgh-based charter school, and is a graduate of Leadership Pittsburgh XXXI. She is also a member of the National Center for Employee Ownership (NCEO).

Experience

  • PNC Bank leads syndicate of lenders on amendment, restatement, and increase of existing syndicated senior secured credit facility for ICF International, Inc.; ICF Consulting Group, Inc.; and certain of their affiliatesJones Day represented PNC Bank, National Association, as administrative agent, in connection with the amendment, restatement, and increase of an existing syndicated senior secured revolving credit, term loan, and delayed draw term loan facility for ICF International, Inc., ICF Consulting Group, Inc., and certain of their affiliates.
  • J.F. Lehman portfolio company acquires InlinerJones Day advised long-standing client J.F. Lehman & Company, a leading mid-market private equity firm focused on the defense, aerospace, and maritime sections, in connection with the acquisition by portfolio company Inland Pipe Rehabilitation of Inliner, a leading, vertically integrated provider of trenchless pipe rehabilitation solutions addressing wastewater and storm water infrastructure, from Granite Construction Incorporated.
  • LendingTree invests in EarnUpJones Day advised LendingTree, Inc. in the $31 million Series C financing round of EarnUp, a San Francisco-based Fintech company offering payment and data solutions for the mortgage industry.
  • DigitalBridge’s DataBank acquires Houston-area data centers from CyrusOneJones Day advised DigitalBridge Group Inc.’s DataBank subsidiary in the $670 million acquisition of four existing data centers in the Houston, TX metro area from CyrusOne.
  • American Pacific Group portfolio company acquires DigiCut, LLCJones Day advised American Pacific Group, a San Francisco-based private equity firm, in connection with the acquisition by portfolio company Fellers, along with Interwest Distribution Company, of DigiCut, LLC, a leading provider of film cutting software and templates for the automotive industry.
  • Follett Corporation acquired by private investor groupJones Day advised Follett Corporation in the sale of its corporate entity as well as Follett Higher Education, the company’s collegiate retail and Follett ACCESS business, to a group of private investors led by Jefferson River Capital LLC, a private investment company controlled by the James family.
  • JourneyCare acquired by Addus HomeCareJones Day advised JourneyCare, Inc. in the $85 million sale of the Company to Addus HomeCare Corporation.
  • American Pacific Group portfolio company acquires BioTRUST Nutrition® LLCJones Day advised American Pacific Group in connection with the acquisition and financing of BioTRUST Nutrition® LLC, a fast-growing, leading eCommerce nutrition brand with a portfolio of high-quality, science-based products that span protein, collagen, healthy living, anti-aging, and digestive health, by one of its portfolio companies, Wellbeam Consumer Health, LLC.
  • PNC Bank provides syndicated senior secured revolving credit and term loan facility to International Wire GroupJones Day represented PNC Bank, National Association, as administrative agent, in connection with a syndicated senior secured revolving credit and term loan facility provided to International Wire Group, Inc. and certain of its affiliates.
  • Montauk Energy Holdings amends existing senior secured revolving credit and term loan facilityJones Day represented Montauk Energy Holdings, LLC, as borrower, and certain of its affiliates as guarantors, in connection with a fourth amendment and joinder to their existing senior secured revolving credit and term loan facility with Comerica Bank, as agent.
  • Dorilton Capital sells portfolio company to Specialty Welding and Turnarounds, LLCJones Day represented Dorilton Capital in connection with the sale of portfolio company Midwest Cooling Tower Services, a leading provider of mission-critical cooling tower solutions, including inspection, maintenance and repair, specialty distribution, and rental, to Specialty Welding and Turnarounds, LLC.
  • Dorilton Capital acquires Homestead HospiceJones Day represented Dorilton Capital in the acquisition by portfolio company Traditions Health, LLC, a national hospice and home health provider, of Roswell, Georgia, based Homestead Hospice, a multi-state provider of hospice services.
  • American Pacific Group acquires FellersJones Day advised American Pacific Group in the acquisition of Fellers Inc., a distributor of vinyl wrap films and supplies.
  • American Pacific Group acquires Interwest Distribution CompanyJones Day advised American Pacific Group, a San Francisco Bay Area-based private equity firm, in the acquisition of Interwest Distribution Company ("Interwest"), a leading distributor of building and automotive films.
  • CIeNET sold to ALTENJones Day advised CIeNET in the sale of CIeNET to ALTEN Group, a leader in engineering and technology consulting.
  • Follett Corporation divests Baker & Taylor division to private investor groupJones Day advised Follett Corporation in its divestiture of its Baker & Taylor division, the world's premier distributor of physical and digital books and services to public and academic libraries, which will now operate as an independent, privately-owned entity group led by Baker & Taylor's President and CEO Aman Kochar.
  • BioUrja Group acquires ADM's ethanol plant in Peoria, IllinoisJones Day advised BioUrja Group in the acquisition of ADM's ethanol production complex in Peoria, Illinois.
  • Materion acquires H.C. Starck's electronic materials portfolio for $380 millionJones Day advised Materion Corporation, a world leader in high performing advanced materials, in connection with the acquisition and financing of H.C. Starck Solutions' industry-leading, electronic materials business, located in Newton, Massachusetts ("HCS-Electronic Materials") for $380 million.
  • Blue Point Capital Partners acquires Stax Inc.Jones Day represented Blue Point Capital Partners in connection with the acquisition and financing of Stax Inc., an analytically-driven M&A strategy consulting firm that specializes in commercial due diligence, value creation and exit planning analyses for investment banks, private equity firms, and PE-backed companies.
  • PNC Bank-led syndicate provides $700 million unsecured amended and restated multi-currency revolving credit facility to publicly traded companyJones Day represented PNC Bank, National Association, as administrative agent, in connection with a $700 million syndicated unsecured amended and restated multi-currency revolving credit facility provided to a publicly traded company.
  • Speaking Engagements

    • February 5, 2021
      Entity Structure and Employee Arrangements
    • October 18, 2019
      2019 Executive Compensation and Benefits Symposium (Critical Updates; Maximizing Outcomes in Corporate Transactions)
    • August 13, 2019
      Employee Stock Ownership Plan Transaction Planning
    • February 20, 2018
      Jones Day's 2018 Speaker Series: The Tax Cuts and Jobs Act of 2017
    • October 6, 2017
      2017 Executive Compensation and Benefits Symposium (M&A)
    • June 22, 2017
      Execution of a Successful Pension Risk Transfer Transaction, Jones Day New York
    • September 25, 2015
      2015 Critical Updates in Executive Compensation and Benefits, ERISA Updates (Fiduciary Issues, Pension Risk)