KellyRubin

Partner

Dallas + 1.214.969.3768

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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. She also advises clients with respect to tax equity and monetization of tax credits, including the energy tax credits introduced by the Inflation Reduction Act.

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

Experience

  • Greenpac Mill obtains $150 million revolving credit facilityJones Day represented Greenpac Mill, LLC, a subsidiary of Cascades Inc., in connection with a $150 million revolving credit facility with National Bank of Canada, as administrative agent.
  • Lennox completes $500 million Senior Notes offeringJones Day represented Lennox International Inc. in connection with its SEC-registered offering of $500 million aggregate principal amount of 5.500% Senior Notes due 2028.
  • Monongahela Power Company completes $400 million private placement of First Mortgage BondsJones Day represented Monongahela Power Company, an electric public utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its Rule 144A and Regulation S offering of $400 million aggregate principal amount of its 5.850% First Mortgage Bonds due 2034.
  • restor3d acquires Conformis, Inc.Jones Day advised restor3d, Inc., a leading personalized 3D-printed orthopedic company, on its acquisition of Conformis, Inc. (NASDAQ: CFMS), a leading medical technology company focused on orthopedic patient care.
  • Roper Technologies subsidiary acquires business of RepliconJones Day advised Roper Technologies, Inc. in the acquisition by subsidiary Deltek, the leading global provider of software and solutions for project-based businesses, of the business of Replicon, Inc., a provider of unified time tracking solutions that bring together Project Delivery, Finance, and HR on a single platform, purpose-built for project and services-centric organizations.
  • Greystar completes $850 million refinancingJones Day advised Greystar Real Estate Partners, LLC, a fully-integrated property management, investment management and development and construction services company specializing in the multifamily real estate industry, in connection with its $850 million refinancing, consisting of (i) a new $450 million syndicated “term loan B” credit facility, and (ii) the issuance of $400 million in aggregate principal amount of 7.750% Senior Secured Notes due 2030 in a Rule 144A and Regulation S offering.
  • TransDigm completes $1.45 billion Senior Secured Notes offeringJones 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 $1.45 billion aggregate principal amount of 6.875% Senior Secured Notes due 2030 (the “Notes”).
  • TopBuild obtains new $550 million delayed draw term loan facilityJones Day represented TopBuild Corp., a leading installer and distributor of insulation and building material products to the construction industry, in connection with an amendment to its existing credit facility to, among other things, obtain a new $550 million delayed draw term loan facility.
  • VSE Corporation completes $120 million public offering of Common StockJones Day represented VSE Corporation (NASDAQ: VSEC) in connection with an underwritten public offering of 2,475,000 shares of VSE's Common Stock at a price of $48.50 per share.
  • TotalEnergies completes PIPE investment in NextDecade Corporation and investment in $18.5 billion Rio Grande LNG ProjectJones Day represented TotalEnergies in connection with its PIPE investment in NextDecade Corporation and investment in the Rio Grande LNG (RGLNG) Project, a planned natural gas liquefaction project in South Texas.
  • Leading financial services company provides $425 million syndicated senior secured credit facility to healthcare companyJones Day represented a leading financial services company, as left lead arranger and administrative agent, in connection with a $425 million syndicated senior secured credit facility, consisting of a $275 million term loan and a $150 million revolving credit facility, provided to a healthcare company.
  • GrafTech completes $450 million Senior Secured Notes offeringJones Day represented GrafTech International Ltd., a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace steel and other ferrous and non-ferrous metals, in connection with the Rule 144A and Regulation S offering of $450 million aggregate principal amount of 9.875% Senior Secured Notes due 2028 (the "Notes") by GrafTech Global Enterprises Inc., its wholly-owned subsidiary.
  • YETI Holdings increases revolving credit facility to $300 million and obtains new $84.375 term loanJones Day represented YETI Holdings, Inc., a global designer, retailer, and distributor of innovative outdoor products, in connection with an amendment to its existing credit agreement to, among other things, increase the revolving commitments to $300 million and provide a new $84.375 million term loan.
  • Agriculture company amends $1.9 billion credit facilityJones Day represented an agriculture company in connection with an amendment of its $1.9 billion credit facility.
  • Webster Bank provides $25 million credit facility to research and archiving service provider in biopharmaceutical industryJones Day represented Webster Bank, N.A. as administrative agent, collateral agent, swingline lender, issuing bank, and as a lender, in connection with a $25 million credit facility to a certain group of borrowers and their subsidiaries which provide research and archiving services in the biopharmaceutical industry.
  • Cleveland-Cliffs extends $4.5 billion of revolving commitments for three years and obtains $250 million incremental increase to existing credit facilityJones Day represented Cleveland-Cliffs Inc., the largest flat-rolled steel producer and the largest supplier of iron ore pellets in North America, in connection with an amendment to its existing asset-based revolving credit facility to, among other things, extend the maturity of $4.5 billion of revolving commitments for three years and increase the revolving commitments by an additional $250 million.
  • MYR Group amends and restates $490 million revolving credit facilityJones Day represented MYR Group, a national electrical contractor specializing in transmission and distribution, substation and commercial and industrial construction, in connection with their $490 million amended and restated revolving credit facility.
  • American Transmission Systems completes $150 million private placement of Senior NotesJones Day represented American Transmission Systems, Incorporated, a transmission-only subsidiary of FirstEnergy Transmission, LLC, which is a majority-owned subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with a private placement of $150 million aggregate principal amount of 5.13% Senior Notes due 2033.
  • Large financial institution leads syndicate of lenders on $195 million senior secured term loan and revolving credit facilities for Mexican grocery store operator in connection with closing date acquisition of minority interestJones Day represented a large financial institution, as administrative agent, letter of credit issuer, and swing line lender, in connection with a $165 million senior secured term loan credit facility and a $30 million senior secured revolving credit facility.
  • FirstEnergy completes $1.5 billion Convertible Senior Notes offeringJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its Rule 144A offering of $1.5 billion aggregate principal amount of 4.00% Convertible Senior Notes due 2026.
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    July 2023 Commentary

    U.S. Treasury and OECD Lay Groundwork for Selling Clean Energy Tax Credits

    May 2023 Alert

    Guidance Clarifies Requirements for Energy Tax Credits' Domestic Content Bonus

    April 2023 White Paper

    Tax Credits for Sale: Opportunities for Financing Renewable Energy and Carbon Reduction Projects Under the Inflation Reduction Act

    August 2022 White Paper

    Inflation Reduction Act: Impact on Electric Vehicle and Transportation Industries

    August 2022 White Paper

    Inflation Reduction Act: Impact on Renewable Energy

    August 2022 Commentary

    Inflation Reduction Act of 2022: Corporate Minimum Tax

    August 2022 Alert

    Inflation Reduction Act Expands the Carbon Capture and Sequestration Tax Credit

    February 2022 White Paper

    2022 & Beyond: Continued Challenges in the Automotive Supply Chain

    September 2020 Alert

    Final and Proposed Regulations Address Deductibility of Business Interest Expense

    November 2018 Alert

    Proposed Regulations Address Deductibility of Business Interest Expense
    View All

    Speaking Engagements

    • April 18, 2023
      New York Institute of Credit Annual Credit Smorgasbord: Panel on Driving Growth in the Renewable Energy Sector
    • January 25, 2023
      D.C. Bar Taxation Community's Annual Tax Conference, Manufacturing Tax Credits and Incentives Under the IRA
    • November 7, 2022
      Cryptocurrency Taxation, MACPA's Advanced Tax Institute Conference
    • October 14, 2022
      Panoply of Hot Topics – The World Beyond the New Acronyms and Pillars, ABA Tax Section
    • May 16, 2022
      Cross-Border Tax Provisions in Stock and Asset Purchase Transactions, Tax Executives Institute
    • May 16, 2022
      Post-Acquisition Cross-Border Integration and Restructuring Planning, Tax Executives Institute
    • January 26, 2022
      Developing Tax Efficient LIBOR Transition Strategies, Texas Tax Section
    • 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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