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

  • 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.
  • MPLX completes $1.5 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $1.5 billion aggregate principal amount of 4.950% Senior Notes due 2052.
  • Diversified multinational company obtains $2 billion credit facilityJones Day represented a diversified multinational company in connection with a $2 billion 364-day syndicated revolving credit facility.
  • Duchossois Capital Management leads investment in Hoplon Fund III to back illumifin's acquisition of LTCGJones Day represented Duchossois Capital Management as the lead investor in Hoplon Fund III, a vehicle managed by Hoplon Capital LLC, to invest in illumifin, a leading third-party insurance administration and software provider and existing portfolio company of Hoplon and ABRY Partners, in connection with illumifin's acquisition of LTCG, a leading provider of administrative solutions and clinical services to the long-term care insurance industry.
  • Sonepar to sell Vallen Distribution to Nautic PartnersJones Day is representing 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.
  • Ascension enters into strategic laboratory collaboration with LabcorpJones Day is advising Ascension with respect to its strategic alliance with Labcorp whereby Labcorp will manage Ascension’s hospital-based laboratories in 10 states and purchase the assets of the health system’s outreach laboratory business.
  • Intelsat closes $6.7 billion DIP-to-exit financing transactionsOn May 13, 2020, Intelsat S.A. and certain of its direct and indirect subsidiaries (the “Intelsat Parties”) filed voluntary petitions with the U.S. Bankruptcy Court for the Eastern District of Virginia commencing their respective cases under Chapter 11 of the Bankruptcy Code.
  • Diversified global manufacturer of industrial components obtains $1.2 billion senior secured credit facilityJones Day represented a diversified global manufacturer of industrial components in connection with its $1.2 billion senior secured credit facility.
  • Private credit lender provides $105 million credit facility to owner of upstream oil and gas assets located in Permian Basin of Texas and New MexicoJones Day advised a private credit lender in the structuring and negotiation of a $105 million senior secured term loan and revolving credit facility provided to an owner of upstream oil and gas assets located in the Permian Basin of Texas and New Mexico.
  • Multinational bank amends and extends existing $300 million subscription credit facility for real estate investment fundJones Day represented a multinational bank, as lender, in connection with the amendment and restatement of a $300 million secured subscription credit facility for a real estate investment fund that focuses on the development and acquisition of high quality multifamily assets in top U.S. markets.
  • Montauk Energy Holdings amends existing senior secured revolving credit and term loan facilityJones Day represented Montauk Energy Holdings, LLC, as borrower, and certain of its affiliates as guarantors, in connection with a fourth amendment and joinder to their existing senior secured revolving credit and term loan facility with Comerica Bank, as agent.
  • Cleveland-Cliffs obtains $1 billion incremental increase to existing credit facility with Bank of America, N.A.Jones 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 a $1 billion incremental increase to its existing asset-based revolving credit facility with Bank of America, N.A., as administrative agent, bringing the total size of the facility to $4.5 billion.
  • Riverside acquires PFB Corporation for CA$178 millionJones Day advised The Riverside Company on its take-private acquisition of PFB Corporation (TSX: PFB), a North American vertically-integrated manufacturer of proprietary insulating building products based on expanded polystyrene technology, for a cash payment of CA$24.10 per share (CA$178 million on a fully diluted basis), as well as the transaction's financing.
  • 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