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.

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

  • AAF International acquires National Air Filter Service Company of New JerseyJones Day advised American Air Filter Co., Inc. dba AAF International, a subsidiary of Daikin Industries, Ltd., in the acquisition of National Air Filter Service Company of New Jersey, one of the oldest and largest full-service air filtration management companies in the United States.
  • Conagra Brands amends and extends $2.0 billion revolving credit facility and obtains $500 million delayed draw term loan facilityJones Day represented Conagra Brands, Inc., a leading branded foods company, in connection with (i) an amendment and extension of a $2.0 billion unsecured revolving credit facility with Bank of America, N.A., and (ii) a new $500 million unsecured delayed draw term loan facility with Farm Credit Services of America, PCA.
  • BenefitMall acquires Mutual MedJones Day advised BenefitMall, the largest health benefits general agent in the U.S., in its acquisition of Mutual Med, a Davenport, Iowa-based insurance general agency providing sales counseling and support for insurance brokers primarily in rural markets and with an emphasis on small group business.
  • MPLX completes $1 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $1 billion aggregate principal amount of 4.950% Senior Notes due 2032.
  • Citigroup Global Markets, as representative of several underwriters, complete $350 million Senior Notes offering by KB HomeJones Day represented Citigroup Global Markets Inc., as representative of the several underwriters, in connection with the public offering by KB Home of $350 million aggregate principal amount of 7.250% Senior Notes due 2030.
  • FirstEnergy completes $1.1 billion cash tender offerJones Day represented FirstEnergy Corp. in connection with its purchase for cash of a combined aggregate purchase price of $1.1 billion aggregate principal amount of its 7.375% Notes, Series C, due 2031 and 4.85% Notes, Series C, due 2047.
  • Parker-Hannifin completes $3.6 billion Senior Notes offeringJones Day represented Parker-Hannifin Corporation, a leading worldwide diversified manufacturer of motion and control technologies and systems, in connection with its $3.6 billion registered public offering of Senior Notes.
  • United Natural Foods obtains $2.6 billion credit facilityJones Day advised United Natural Foods, Inc., a leading distributor of natural, organic, specialty, produce and conventional grocery and non-food products, and provider of support services to retailers in the United States and Canada, in connection with its $2.6 billion secured asset-based revolving credit facility, including a U.S. dollar equivalent of $100 million sublimit for borrowings in Canadian dollars, with Wells Fargo Bank, National Association as administrative agent.
  • Granite Construction obtains $350 million revolving credit facilityJones Day represented Granite Construction Incorporated, one of the largest diversified construction and construction materials companies in the United States, in connection with a $350 million revolving credit facility with Bank of America, N.A., as administrative agent and lender.
  • Roper Technologies sells majority stake in industrial businesses to Clayton Dubilier & Rice, LLC for $2.6 billionJones Day is advising Roper Technologies, Inc. on the sale of a majority stake in its industrial businesses, including its entire Process Technologies segment and the industrial businesses within its Measurement & Analytical Solutions segment, to an affiliate of Clayton Dubilier & Rice, LLC, for $2.6 billion in cash, subject to customary purchase price adjustments, and contingent consideration of up to $51 million.
  • Sonepar sells Vallen Distribution to Nautic PartnersJones Day represented the Sonepar Group – a Paris-headquartered global leader in B-to-B distribution of electrical products, solutions and related services – in the sale of Sonepar's subsidiary business, Vallen Distribution, to Nautic Partners, a middle-market private equity firm based in Rhode Island.
  • FirstEnergy sells $2.4 billion minority transmission stake to BrookfieldJones Day represented FirstEnergy Corp. in its $2.4 billion sale of a 19.9% equity stake in its subsidiary FirstEnergy Transmission, the holding company for FirstEnergy’s three regulated electric transmission businesses.
  • 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.
  • Direct lender provides $100 million term loan facility to designer and developer of enterprise softwareJones Day advised a direct lender, as administrative agent, collateral agent, and sole lead arranger, in connection with a $80 million senior secured term loan facility and $20 million senior secured delayed draw term loan facility provided to a designer and developer of enterprise software, the proceeds of which were used, in part, to finance the acquisition of a data technology provider.
  • Digital currency platform obtains revolving credit facilityJones Day represented a digital currency platform in connection with an asset-based revolving loan secured by and tied to the value of bitcoin collateral.
  • Aaron's Company acquires BrandsMart U.S.A. for $230 millionJones Day advised The Aaron's Company, Inc., a leading technology-enabled, omnichannel provider of lease-to-own and purchase solutions, on its acquisition of BrandsMart U.S.A. for $230 million.
  • Agriculture company obtains $2 billion credit facilityJones Day represented an agriculture company in connection with a $2 billion credit facility.
  • Timken completes $350 million Senior Notes offeringJones Day represented The Timken Company, a leading designer, producer, and supplier of engineered bearings and power transmission products, in connection with its registered offering of $350 million aggregate principal amount of 4.125% Senior Notes due 2032.
  • Roper Technologies sells TransCore to Singapore Technologies Engineering for $2.68 billionJones Day advised Roper Technologies, Inc. in the sale of TransCore Partners, LLC and TLP Holdings, LLC to an affiliate of Singapore Technologies Engineering Ltd. for $2.68 billion in cash, subject to customary purchase price adjustments.
  • EssilorLuxottica and CooperCompanies form joint ventureJones Day advised EssilorLuxottica in the formation of its joint venture, SightGlass Vision, with CooperCompanies for the commercialization of novel spectacle lens technologies to expand the myopia management category.
  • 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