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

  • iPipeline acquires WELISJones Day advised iPipeline, a subsidiary of Roper Technologies, Inc., in its acquisition of WELIS, a premier provider of life insurance illustration systems to carriers in the U.S.
  • National bank increases revolving credit facility for national fleet vehicle leasing company and related titling trust by $50 million totaling $1.162 billionJones Day represented a national bank, as administrative agent, in connection with an amendment and providing an increase of $50 million to the revolving loan commitments for a total facility of $1.162 billion under a senior secured revolving credit facility provided to a national fleet vehicle leasing company and its titling trust and other subsidiaries.
  • Shiloh Industries obtains $123.5 million DIP financingJones Day represented Shiloh Industries, Inc., a global innovative solutions provider focusing on lightweighting technologies that provide environmental and safety benefits to the mobility market, in connection with a superpriority secured debtor-in-possession credit facility with Bank of America, N.A., as administrative agent
  • Merchant banking firm provides $122.5 million acquisition financing to provider of construction accounting software and payroll servicesJones Day advised a merchant banking firm in connection with a $122.5 million senior secured credit facility, comprised of a $110 million term loan and a $12.5 million revolving credit facility, supporting the acquisition of a leading provider of construction accounting software and payroll services for small- to mid-sized specialty contractors in Ohio.
  • MPLX completes $3 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $3.0 billion of senior notes, consisting of (i) $1.5 billion aggregate principal amount of 1.750% Senior Notes due 2026 and (ii) $1.5 billion aggregate principal amount of 2.650% Senior Notes due 2030.
  • Cascades completes US$300 million Rule 144A and Reg S offering of Senior Notes and US$200 million tender offer of Senior NotesJones Day advised Cascades Inc., a Canadian-based company and leader in eco-friendly recycling, packaging, and hygiene solutions, in connection with the issuance of US$300 million in aggregate principal amount of 5.375% Senior Notes due 2028 in a Rule 144A and Regulation S offering, as well as a tender offer for any and all of its outstanding principal amount of US$200 million 5.75% Senior Notes due 2023.
  • Range Media Partners raises initial capital for companyJones Day represented Range Media Partners, LLC (f/k/a 3M Media Company, LLC) and its founders in connection with the seed financing round of the company, which will operate a talent management and media company business.
  • Lennox International completes $600 million Senior Notes offeringJones Day represented Lennox International Inc., a leading global provider of climate control solutions, in connection with its offering of $300 million aggregate principal amount of 1.350% Notes due 2025 and $300 million aggregate principal amount of 1.700% Notes due 2027.
  • Lennox International restates $895 million senior unsecured credit facilitiesJones Day represented Lennox International Inc., a leading global provider of climate control solutions, in connection with the restatement of its senior unsecured credit facilities led by JPMorgan Chase Bank, N.A., as administrative agent for the bank syndicate, which provides for revolving credit commitments of $750 million and a term loan of $145 million.
  • Diebold Nixdorf completes offering of $700 million of Senior Secured NotesJones Day represented Diebold Nixdorf, Incorporated, a global leader in driving connected commerce for the banking and retail industries, in connection with the issuance of its $700 million aggregate principal amount of 9.375% Senior Secured Notes due 2025 in a Rule 144A and Regulation S offering.
  • Diebold Nixdorf completes offering of €350 million of Senior Secured NotesJones Day represented Diebold Nixdorf, Incorporated, a global leader in driving connected commerce for the banking and retail industries, in connection with the issuance by its wholly-owned Dutch subsidiary, Diebold Nixdorf Dutch Holding B.V., of €350 million aggregate principal amount of 9.000% due 2025 in a Rule 144A and Regulation S offering.
  • FirstEnergy subsidiary completes $250 million private placement of Senior NotesJones Day represented The Cleveland Electric Illuminating Company, a regulated distribution subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $150 million aggregate principal amount of 2.77% Senior Notes, Series A, due 2034 and $100 million aggregate principal amount of 3.23% Senior Notes, Series B, due 2040.
  • Direct lender provides $70 million senior secured term loan facility to leading global mobile advertising technology companyJones Day advised a direct lender, as administrative agent, collateral agent, and sole lead arranger, in connection with a $70 million senior secured term loan facility provided to a leading global mobile advertising technology company.
  • FirstEnergy subsidiary completes $175 million private placement of First Mortgage BondsJones Day represented The Potomac Edison Company, an electric transmission and distribution subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $75 million aggregate principal amount of First Mortgage Bonds, 2.67% Series due 2032 and $100 million aggregate principal amount of First Mortgage Bonds, 3.43% Series due 2051.
  • TD Securities arranges $190 million acquisition financing for Whole Earth Brands, Inc.Jones Day advised TD Securities (USA) LLC, as arranger, in connection with a $190 million senior secured credit facility comprised of a $140 million term loan and a $50 million revolving credit facility to Whole Earth Brands, Inc, a special purpose acquisition company (SPAC).
  • Roper Technologies completes $600 million public offering of Senior NotesJones Day represented Roper Technologies, Inc., a diversified technology company, in connection with its underwritten public offering of $600 million aggregate principal amount of 2.000% Senior Notes due 2030.
  • Cleveland-Cliffs completes $120 million 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 an additional $120 million aggregate principal amount of 6.75% Senior Secured Notes due 2026.
  • FirstEnergy completes $750 million Notes offeringJones Day represented FirstEnergy Corp. in connection with its registered public offering of $300 million aggregate principal amount of 1.600% Notes, Series A, due 2026 and $450 million aggregate principal amount of 2.250% Notes, Series B, due 2030.
  • Infor, Inc. completes offering of $1.0 billion Senior NotesJones Day represented Infor, Inc., a subsidiary of Koch Industries, Inc., in connection with its Rule 144A and Regulation S offering of $350 million aggregate principal amount of 1.450% Senior Notes due 2023 and $650 million aggregate principal amount of 1.750% Senior Notes due 2025.
  • Wright Group sold Shadin Avionics to Gardner Standard LLCJones Day advised The Wright Group in the sale of Shadin, L.P., d/b/a Shadin Avionics, a global leader in aviation electronics (avionic) integration and data management solutions, to Gardner Standard LLC.
  • 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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