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

  • Signature Aviation sells Global Engine Services business to StandardAero for $230 millionJones Day advised Signature Aviation plc, a market-leading provider of global aviation support services, in the $230 million sale of the Engine Repair and Overhaul (ERO) business to StandardAero, a portfolio company owned by The Carlyle Group and a leading provider of maintenance, repair, and overhaul services.
  • UnifyHR sells company to AscensusJones Day advised UnifyHR LLC in its sale to Ascensus Group LLC.
  • ABM amends and extends existing $1.95 billion credit facilityJones Day represented ABM Industries Incorporated, a leading provider of facility solutions, in connection with an amendment and extension to its existing $1.95 billion credit facility with Bank of America, N.A., as administrative agent.
  • Great Elm Capital Corp. completes $50 million Notes offeringJones Day represented Great Elm Capital Corp. (“GECC”) in connection with its underwritten public offering of $50 million aggregate principal amount of 5.875% Notes due 2026.
  • Victorian Plumbing Group completes largest to date IPO on London Stock Exchange’s AIM marketJones Day represented Victorian Plumbing Group plc, the UK’s leading online specialist bathroom brand and the second largest retailer of bathroom products in the UK, in connection with its £850 million IPO on the London Stock Exchange’s AIM market.
  • KeyBanc Capital Markets-led syndicate completes $400 million Senior Notes offering by CTR Partnership, L.P. and CareTrust Capital Corp.Jones Day represented KeyBanc Capital Markets Inc., as representative of the several initial purchasers, in connection with the Rule 144A and Regulation S offering by CTR Partnership, L.P. and CareTrust Capital Corp. of $400 million aggregate principal amount of 3.875% Senior Notes due 2028.
  • BofA Securities, as representative of the several underwriters, completes $390 million Senior Notes offering and tender offer by KB HomeJones Day represented BofA Securities, Inc., as representative of the several underwriters, and as dealer manager, in connection with the public offering and tender offer by KB Home, one of the nation’s largest homebuilders, of $390 million aggregate principal amount of 4.00% Senior Notes due 2031.
  • Henderson Park and South Street Partners acquire Palmetto Bluff Montage Hotel and ResortJones Day represented Henderson Park Capital Partners in its joint venture with South Street Partners and the joint venture's acquisition and financing of Palmetto Bluff, a 20,000-acre single family residential and resort community in the Lowcountry of South Carolina, situated between Charleston and Savannah.
  • Bespoke Capital Acquisition Corp. combines with Vintage Wine EstatesJones Day advised Bespoke Capital Acquisition Corp., a TSX listed special acquisition company ("BCAC"), on its business combination with Vintage Wine Estates, one of the fastest growing U.S. wine producers.
  • Wabtec completes €500 million Green Bonds offeringJones Day represented Westinghouse Air Brake Technologies Corp., one of the world’s largest providers of value-added, technology-based equipment, systems and services for the global transit and freight rail industries, in connection with the SEC-registered offering by Wabtec Transportation Netherlands B.V., its wholly-owned subsidiary, of €500 million aggregate principal amount of 1.250% Senior Notes due 2027.
  • Solmax acquires TenCate GeosyntheticsJones Day advised Groupe Solmax Inc. (Solmax), the global leader in the production of high-quality polyethylene geomembranes for industrial and environmental applications, and its shareholders (including institutional investors Caisse de dépot et placement du Québec and Fonds de Solidarité FTQ), in connection with Solmax’s acquisition of TenCate Geosynthetics Holding B.V., a global provider of geosynthetics and industrial fabrics, from Dutch conglomerate Koninklijke Ten Cate (Royal Ten Cate, the Netherlands), and advised on the related senior secured financing to support the acquisition.
  • FirstEnergy subsidiary completes $150 million Senior Notes offeringJones Day represented Mid-Atlantic Interstate Transmission, LLC, an electric transmission subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with a Rule 144A and Regulation S offering of $150 million aggregate principal amount of its 4.10% Senior Notes due 2028.
  • Kaiser Aluminum completes $550 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 $550 million aggregate principal amount of 4.50% Senior Notes due 2031.
  • Morgan Stanley Capital Partners acquires Nivel Parts & ManufacturingJones Day advised Morgan Stanley Capital Partners in the acquisition and financing of Nivel Parts & Manufacturing Co., LLC, a global manufacturer, distributor, and seller of aftermarket parts and accessories for niche vehicles and heavy-duty equipment.
  • Marathon Petroleum announces modified Dutch auction tender offer to purchase up to $4.0 billion of its outstanding Common StockJones Day is advising Marathon Petroleum Corp. (MPC) in its "modified Dutch auction" tender offer to purchase up to $4.0 billion of shares of its Common Stock at a price not greater than $63.00 and not less than $56.00 per share of Common Stock, to the tendering shareholder in cash.
  • Citigroup Global Markets acts as lead underwriter on $2.5 billion Senior Unsecured Notes offering by eBay Inc.Jones Day represented Citigroup Global Markets Inc. and the other underwriters, in connection with eBay’s registered offering of (i) $750 million aggregate principal amount of its 1.400% Notes due 2026, (ii) $750 million aggregate principal amount of its 2.600% Notes due 2031 and, (iii) $1.0 billion aggregate principal amount of its 3.650% Notes due 2051.
  • KeyBanc Capital Markets-led syndicate completes $129.4 million public offering of Common Stock by DMC Global Inc.Jones Day represented a KeyBanc Capital Markets Inc.-led syndicate, as underwriters, in connection with the $129.4 million public offering of Common Stock by DMC Global Inc., a diversified holding company whose portfolio serves the energy, industrial processing, and transportation markets.
  • The Toledo Edison Company issues $150 million Senior Secured Notes and First Mortgage BondsJones Day represented The Toledo Edison Company, an electric public utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with a Rule 144A and Regulation S offering of $150 million aggregate principal amount of 2.65% Senior Secured Notes due 2028 (the “Senior Secured Notes”) and concurrent issuance of an equal aggregate principal amount of its First Mortgage Bonds, 2.65% Series of 2021 due 2028, which were delivered to the trustee to be held as collateral security for the Senior Secured Notes.
  • TransDigm completes $750 million Senior Subordinated Notes offeringJones Day represented TransDigm Group Incorporated, 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 $750 million aggregate principal amount of 4.875% Senior Subordinated Notes due 2029.
  • Webster Bank provides revolving credit facility to Anasazi Medical Payment Solutions, Inc. d/b/a Advanced Medical Pricing SolutionsJones Day represented Webster Bank, N.A. as administrative agent, lender, and letter of credit issuer, in connection with its credit agreement with Anasazi Medical Payment Solutions, Inc. d/b/a Advanced Medical Pricing Solutions, an Arizona corporation and the owner of a network of providers of healthcare cost management services in the United States.
  • 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