KellyRubin

Associate

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.

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

Experience

  • Five9 completes $747.5 million Convertible Notes offeringJones Day represented Five9, Inc., a leading provider of the intelligent cloud contact center, in connection with an offering of $747.5 million aggregate principal amount of 0.500% Convertible Senior Notes due 2025 and the repurchase and exchange of $181.0 million aggregate principal amount of its outstanding 0.125% Convertible Notes due 2023.
  • HanesBrands completes $700 million Senior Notes offeringJones Day represented HanesBrands Inc., a leading marketer of everyday basic innerwear and activewear apparel in the Americas, Europe, Australia, and Asia-Pacific, in connection with a private offering of $700 million aggregate principal amount of 5.375% Senior Notes due 2025.
  • Kaiser Aluminum completes offerings of Senior NotesJones Day represented Kaiser Aluminum Corporation, a leading North American manufacturer of semi-fabricated specialty aluminum mill products, in connection with a private placement offering of $300 million aggregate principal amount of 6.500% Senior Notes due 2025, as well as a private placement offering of an additional $50 million aggregate principal amount of 6.500% Senior Notes due 2025.
  • FirstEnergy subsidiary completes $250 million private placement of Senior NotesJones Day represented Pennsylvania Electric Company, a distribution-only subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $125 million aggregate principal amount of 3.61% Senior Notes, Series A, due 2032 and $125 million aggregate principal amount of 3.71% Senior Notes, Series B, due 2035.
  • Cleveland-Cliffs completes $400 million Senior Secured Notes offeringJones Day represented Cleveland-Cliffs Inc., one of the largest vertically integrated producers of differentiated iron ore and steel in North America, in connection with an offering of $400 million aggregate principal amount of 9.875% Senior Secured Notes due 2025
  • TransDigm Group issues $1.1 billion Senior Secured NotesJones 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 $1.1 billion aggregate principal amount of 8.00% Senior Secured Notes due 2025 (the “Notes”).
  • Cleveland-Cliffs completes offers to exchange 6.375% Senior Notes and 7.00% Senior Notes issued by AK Steel CorporationJones Day represented Cleveland-Cliffs Inc. (“Cliffs”), a large vertically integrated producer of differentiated iron ore and steel in North America, in connection with its offers to exchange any and all 6.375% Senior Notes due 2025 and 7.00% Senior Notes due 2027 issued by AK Steel Corporation for the same aggregate principal amount of new notes issued by Cliffs’.
  • Cleveland-Cliffs completes offers to purchase for cash 7.625% Senior Notes and 7.50% Senior Secured Notes issued by AK Steel CorporationJones Day represented Cleveland-Cliffs Inc. ("Cliffs"), a large vertically integrated producer of differentiated iron ore and steel in North America, in its offers to purchase for cash any and all outstanding 7.625% Senior Notes due 2021 and 7.50% Senior Secured Notes due 2023 issued by AK Steel Corporation in connection with Cliffs’ acquisition of AK Steel Holding Corporation.
  • Cleveland-Cliffs issues $725 million of 6.75% Senior Secured NotesJones Day represented Cleveland-Cliffs Inc. ("Cliffs"), a large vertically integrated producer of differentiated iron ore and steel in North America, in connection with an offering of $725 million aggregate principal amount of 6.75% Senior Secured Notes due 2026.
  • FirstEnergy subsidiary completes $250 million private placement of Senior NotesJones Day represented Mid-Atlantic Interstate Transmission, LLC, a transmission-only subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $125 million aggregate principal amount of 3.60% Senior Notes, Series A, due 2032 and $125 million aggregate principal amount of 3.70% Senior Notes, Series B, due 2035.
  • J.F. Lehman acquires Global Marine GroupJones Day advised long-standing client J.F. Lehman & Company, a leading middle-market private equity firm focused exclusively on the aerospace, defense, maritime, government, and environmental sectors, in connection with the acquisition and related financing of Global Marine Group.
  • Direct lender provides $100 million senior secured credit facility to upstream oil and gas companyJones Day represented a direct lender in connection with a $100 million senior secured credit facility provided to an upstream oil and gas company.
  • Asbury Automotive completes $1.125 billion offering of Senior NotesJones Day represented Asbury Automotive Group, Inc., one of the largest automotive retail and service companies in the U.S., in connection with its private offering of $1.125 billion of Senior Notes, consisting of $525 million of 4.50% Senior Notes due March 2028 and $600 million of 4.75% Senior Notes due March 2030.
  • FirstEnergy completes $1.75 billion notes offeringJones Day represented FirstEnergy Corp. in connection with its registered public offering of $300 million aggregate principal amount of 2.050% Notes, Series A, due 2025, $600 million aggregate principal amount of 2.650% Notes, Series B, due 2030, and $850 million aggregate principal amount of 3.400% Notes, Series C, due 2050.
  • Millicom's subsidiary Telefónica Celular del Paraguay S.A.E. completes $250 million International re-tap offering of Senior NotesJones Day represented Telefónica Celular del Paraguay S.A.E. (“Telecel”) in connection with a $250 million Rule 144A and Regulation S re-tap offering to Telecel’s $300 million 5.875% Senior Notes due 2027 issued in April 2019.
  • Syndicate of international placement agents complete BRL 3.0 billion primary and secondary offering of Common Shares by MarfrigJones Day advised Santander Investment Securities Inc.; Bradesco Securities, Inc.; J.P. Morgan Securities LLC; Banco do Brasil Securities LLC; and Jefferies LLC, as international placement agents, in connection with a BRL 3.0 billion (US$720 million) international offering of 299,738,518 Common Shares of Marfrig Global Foods S.A. (“Marfrig”), represented by a primary offering of 90,090,091 Common Shares by Marfrig and a secondary offering of 209,648,427 Common Shares by BNDES Participações S.A. – BNDESPAR, as the selling shareholder.
  • CORSAIR® acquires SCUF Gaming®Jones Day advised CORSAIR® in connection with the acquisition and related financing of high-performance controller pioneer SCUF Gaming "SCUF®" and its extensive patent portfolio.
  • Truck-Lite receives significant investment from Genstar CapitalJones Day advised Truck-Lite Co., LLC, a leading provider of safety lighting, filtration systems, and telematics services for commercial vehicles, in connection with Genstar Capital's significant investment in Truck-Lite.
  • Cascades completes US$650 million and CDN$175 million Rule 144A and Reg S offering of Senior NotesJones Day advised Cascades Inc., a leader in eco-friendly recycling, packaging, and hygiene solutions, in connection with the issuance of US$350 million in aggregate principal amount of 5.125% Senior Notes due 2026, US$300 million in aggregate principal amount of 5.375% Senior Notes due 2028 and CDN$175 million in aggregate principal amount of 5.125% Senior Notes due 2025 in a Rule 144A and Regulation S offering.
  • Kaiser Aluminum completes $500 million Senior Notes offeringJones Day represented Kaiser Aluminum Corporation, a leading North American manufacturer of semi-fabricated specialty aluminum mill products, in connection with the Rule 144A and Regulation S offering of $500 million aggregate principal amount of 4.625% Senior Notes due 2028.
  • Speaking Engagements

    • 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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