Marcia C. Kelson

Partner

Pittsburgh + 1.412.394.9563

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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 20 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 Women's Committee of the Carnegie Museum of Art and is a graduate of Leadership Pittsburgh XXXI. She is also a member of the National Center for Employee Ownership (NCEO).

Experience

  • Wabtec amends and restates its credit agreement in aggregate principal amount of up to $2.725 billionJones Day represented Wabtec Corporation in connection with the refinancing and amendment and restatement of its existing delayed draw term and revolving credit facility that also refinances its separate existing $225 million term loan facility.
  • AAR sells non-core landing gear overhaul businessJones Day advised AAR Corp., a leading provider of aviation services to commercial and government operators, MROs, and OEMS, in the divesture of its landing gear overhaul business.
  • PNC Bank provides $1.3 billion syndicated unsecured revolving credit facility to leading manufacturer and supplier of industrial safety equipmentJones Day represented PNC Bank, National Association, as administrative agent, in connection with a $1.3 billion syndicated unsecured revolving credit facility provided to a leading manufacturer and supplier of industrial safety equipment.
  • Wabtec acquires Dellner CouplersJones Day is advising Wabtec Corporation in the $960 million acquisition of Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock.
  • Engage PEO acquires Axios HRJones Day advised Engage PEO in the acquisition of Axios HR, a Grand Rapids, Michigan-based PEO with a distinguished history of serving clients in Michigan and across the Midwest, from Axios International.
  • Asbury Automotive Group to acquire the Herb Chambers CompaniesJones Day is advising Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the United States, in its definitive agreement to acquire various automotive dealerships owned by The Herb Chambers Companies for approximately $1.34 billion in cash.
  • Stephens Group acquires Astro PakJones Day advised The Stephens Group in the acquisition and financing of Astro Pak, LLC, an industry leader in passivation, precision cleaning, and high-purity chemical cleaning services.
  • CNX Resources acquires natural gas upstream and associated midstream business of Apex EnergyJones Day advised CNX Resources Corporation in the acquisition of the natural gas upstream and associated midstream business of Apex Energy LLC, a Carnelian Energy Capital portfolio company, for a total cash consideration of approximately $505 million.
  • Wabtec acquires Evident’s inspection technologies divisionJones Day is advising Wabtec Corporation (NYSE: WAB) in connection with its $1.78 billion acquisition of Evident’s inspection technologies division, a global leader in non-destructive testing, remote visual inspection and analytical instruments solutions for mission critical assets.
  • Accelmed Partners acquires Bioventus Advanced Rehabilitation businessJones Day advised Accelmed Partners in its acquisition of Bioventus Inc.'s Advanced Rehabilitation business.
  • Molex acquires AirBornJones Day is advising Molex, a leading global connectivity and electronics solutions provider, in the acquisition of AirBorn, Inc., a company specializing in the design and manufacturing of rugged connectors and electronic components for global Original Equipment Manufacturers (OEMs) serving the aerospace and defense, commercial air, space exploration, medical, and industrial markets.
  • Inflexion Private Equity portfolio company acquires Malco Tools, Inc.Jones Day advised Inflexion Private Equity Partners LLP in connection with the acquisition by portfolio company Aspen Pumps Group of Malco Tools, Inc., one of the nation's top manufacturers of high-quality tools for working with sheet metal, fiber cement, vinyl siding, gutters, and other materials in the HVAC and building construction industries.
  • PNC Bank leads syndicate of lenders on $425 million senior secured revolving credit facility for leading North American private railroad and transportation management companyJones Day represented PNC Bank, National Association, as administrative agent, in connection with a $425 million syndicated senior secured revolving credit facility made to a provider of intermodal transportation and supply chain management services and one of North America's largest and fastest growing private railroad and transportation management companies, and certain of its affiliates.
  • ITT completes divestiture of Wolverine Advanced MaterialsJones Day advised ITT, Inc. in the $171 million sale of its Wolverine Advanced Materials business to private equity firm Center Rock Capital Partners.
  • Morgan Stanley Capital Partners portfolio company acquires American Label TechnologiesJones Day advised Morgan Stanley Capital Partners in connection with the acquisition and financing by portfolio company AWT Labels & Packaging, Inc. (AWT) of American Label Technologies (ALT), a leading manufacturing and supplier of custom label, RFID, print and packaging materials.
  • Program Productions acquires Rhino StagingJones Day advised Program Productions, Inc. in the purchase of substantially all of the assets of Rhino Staging & Event Productions, Inc. and its affiliated companies, a leader in event stagehand labor management and services for live events across the United States.
  • STERIS sells dental segment to an affiliate of Peak Rock CapitalJones Day advised STERIS Plc in the $787.5 million sale of Dental segment to Peak Rock Capital, a leading middle-market private investment firm.
  • PNC Bank provides $2.3 billion syndicated unsecured revolving credit facility to CooperCompanies and affiliatesJones Day represented PNC Bank, National Association, as administrative agent, in connection with a $2.3 billion syndicated unsecured revolving credit facility made to The Cooper Companies, Inc., CooperVision International Limited and certain of their affiliates, which is a global public company that specializes in medical devices, including for vision, women's health and surgical procedures.
  • ProMedica sells Paramount Health to Medical MutualJones Day advised ProMedica in the sale of Paramount Health to Medical Mutual.
  • Direct lender provides incremental increase to existing senior secured credit facility for large sponsor portfolio companyJones Day represented a direct lender, as administrative agent, in connection with an incremental increase in commitments under an existing senior secured credit facility for a large sponsor portfolio company, a portion of which was used to finance a material acquisition.
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    Additional 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)

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