Kelly Rubin

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

  • Cleveland-Cliffs completes $850 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. in connection with its Rule 144A and Regulation S offering of $850 million aggregate principal amount of 7.625% Senior Unsecured Guaranteed Notes due 2034.
  • Koch subsidiary acquires Anchor PackagingJones Day advised Koch, Inc. in the acquisition by subsidiary, Georgia Pacific, of Anchor Packaging, a leading manufacturer of rigid food containers and cling film for the food service, retail and processor channels, from TJC (formerly known as The Jordan Company), a New York City-based private equity firm.
  • PNC Bank provides $1 billion syndicated unsecured revolving credit facility to Nextracker LLC, a subsidiary of Nextracker Inc.Jones Day represented PNC Bank, National Association, as administrative agent, in connection with a $1 billion syndicated unsecured revolving credit facility provided to Nextracker LLC, a subsidiary of Nextracker Inc., a public company that provides solar tracker technologies and solutions for utility-scale and distributed generation solar applications.
  • EQT and NextDecade strike 20-Year LNG supply dealJones Day is advising EQT Corporation (NYSE: EQT) in connection with the execution of a 20-year liquefied natural gas (LNG) sale and purchase agreement (SPA) for offtake from Rio Grande LNG Train 5. EQT will purchase 1.5 million tonnes per annum (MTPA) of LNG for 20 years on a free on-board basis at a price indexed to Henry Hub.
  • Koch subsidiary TNS acquires BT’s Radianz businessJones Day is advising Transaction Network Services (TNS), a subsidiary of Koch Equity Development, LLC, in connection with its acquisition of BT’s Radianz business.
  • MPLX sells Uinta and Green River basin gathering and processing assets for $1 billionJones Day is advising MPLX LP (NYSE: MPLX) and certain of its affiliates in the $1 billion sale of Uinta and Green River basin gathering and processing assets to a subsidiary of Harvest Midstream, a privately held midstream service provider.
  • Koch Equity Development acquires iconectiv, LLCJones Day advised Koch Equity Development LLC, the principal investment and acquisition arm of Koch, Inc., on its acquisition of iconectiv, LLC ("iconectiv"), a telecommunications solutions leader, from Ericsson (NASDAQ: ERIC), the global supplier of mobile communication and connectivity solutions for service providers and enterprises, and affiliates of Francisco Partners, a leading technology investment firm.
  • TransDigm completes $500 million Senior Secured Notes offering, $2 billion Senior Subordinated Notes offering, and incurs $2.5 billion of new term loans under its term credit facilityJones Day represented TransDigm Group Incorporated (“TransDigm Group”), a leading global designer, producer, and supplier of highly engineered aircraft components, in connection with Rule 144A and Regulation S offerings by its wholly-owned subsidiary TransDigm Inc. (“TransDigm”) of $500 million aggregate principal amount of 6.250% Senior Secured Notes due 2034 (the “Secured Notes”) and $2 billion aggregate principal amount of 6.750% Senior Subordinated Notes due 2034 (the “Subordinated Notes”).
  • Priority obtains $50 million receivables securitization facilityJones Day represented certain wholly-owned subsidiaries of Priority Technology Holdings, Inc. (PRTH), a solutions-provider in the BaaS industry, in connection with a $50 million receivables securitization facility with VP Capital, L.P.
  • HanesBrands and Gildan agree to combine to create a global basic apparel leaderJones Day is advising Hanesbrands Inc. in the $2.2 billion acquisition of Hanesbrands by Gildan Activewear Inc.
  • Roper Technologies completes $2 billion public offering of Senior NotesJones Day represented Roper Technologies, Inc. in connection with its $2 billion public offering of Senior Notes, consisting of $500 million aggregate principal amount of 4.250% Senior Notes due 2028, $500 million aggregate principal amount of 4.450% Senior Notes due 2030, and $1 billion aggregate principal amount of 5.100% Senior Notes due 2035.
  • MPLX completes $4.5 billion public offering of Senior NotesJones Day represented MPLX LP in connection with an SEC-registered offering of $4.5 billion aggregate principal amount of Notes, including $1.25 billion of 4.800% Senior Notes due 2031, $750 million of 5.000% Senior Notes due 2033, $1.5 billion of 5.400% Senior Notes due 2035, and $1 billion of 6.200% Senior Notes due 2055.
  • Granite Construction obtains $1.275 billion of term loan and revolving commitmentsJones Day represented Granite Construction Incorporated, one of the largest diversified construction and construction materials companies in the United States, in connection with its $1.275 billion senior secured credit facility, which consisted of $675 million in term loan commitments and $600 million in revolving commitments, and funded in part its acquisition of certain construction and construction materials companies.
  • Bunge Limited Finance completes $1.3 billion public offering of Senior NotesJones Day represented Bunge Limited Finance Corp., a wholly-owned subsidiary of Bunge Global SA (NYSE: BG), in connection with a public offering of $1.3 billion of Senior Notes, consisting of $650 million aggregate principal amount of 4.550% Senior Notes due 2030 and $650 million aggregate principal amount of 5.150% Senior Notes due 2035.
  • Priority Holdings amends existing credit facility with syndicate of financial institutions led by Truist BankJones Day represented Priority Holdings, LLC, a direct wholly-owned subsidiary of Priority Technology Holdings, Inc. (PRTH), a solutions-provider in the BaaS industry, in connection with an amendment to its existing credit facility with a syndicate of financial institutions led by Truist Bank, pursuant to which, among other things, Priority Holdings (i) repriced almost $1 billion of existing term loans, (ii) established new incremental term loan commitments in an aggregate principal amount of $50 million, and (iii) established new revolving credit commitments in an aggregate principal amount of $30 million.
  • M&T leads syndicate of lenders on $150 million senior secured credit facility for Transcat, Inc.Jones Day represented Manufacturers and Traders Trust Company (M&T), as administrative agent, in connection with a $150 million syndicated senior secured credit facility provided to Transcat, Inc., a global leader in test and measurement equipment and calibration services for highly technical industries.
  • SER Capital Partners portfolio company acquires TechSmart International and Integrated Recycling TechnologiesJones Day advised SER Capital Partners in the acquisition by portfolio company, Paladin EnviroTech, of TechSmart International, LLC and Integrated Recycling Technologies.
  • Roper Technologies acquires Convoy Platform from FlexportJones Day is advising Roper Technologies, Inc. in the acquisition by subsidiary DAT Freight & Analytics of the Convoy Platform from Flexport Freight Tech LLC, a leading trucktech operator of freight support software.
  • Gray Media completes $775 million private offering of Senior Secured First Lien NotesJones Day represented Gray Media, Inc., a multimedia company headquartered in Atlanta, Georgia that is the nation’s largest owner of top-rated local television stations and digital assets serving 113 television markets that collectively reach approximately 37% of U.S. television households, in connection with its private offering of $775 million aggregate principal amount of 7.250% Senior Secured First Lien Notes due 2033 (the “Notes”) under Rule 144A and Regulation S.
  • Gray Media completes $900 million private offering of Senior Secured Second Lien NotesJones Day represented Gray Media, Inc., a multimedia company headquartered in Atlanta, Georgia that is the nation’s largest owner of top-rated local television stations and digital assets serving 113 television markets that collectively reach approximately 37% of U.S. television households, in connection with its private offering of $900 million aggregate principal amount of 9.625% Senior Secured Second Lien Notes due 2032 (the “Notes”) under Rule 144A and Regulation S.
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    August 2025 Alert

    New "Beginning of Construction" Guidelines Issued for Wind and Solar Tax Credits

    July 2025 White Paper

    One Big Beautiful Bill Act—Impact on Energy Tax Credits

    July 2025 Alert

    The One Big Beautiful Bill Becomes Law: Impact on Clean Energy Tax Credits

    May 2025 Alert

    The One, Big, Beautiful Bill: Impact on Clean Energy Tax Credits

    JANUARY 2025 Alert

    New Guidance on the Commercial EV Tax Credit

    JANUARY 2025 Alert

    Draft Guidance on the Section 45Z Clean Fuel Production Credit

    JANUARY 2025 Alert

    Final Clean Electricity Production and Investment Tax Credit Regulations Provide Taxpayers With Welcomed Guidance

    January 2025 Alert

    Final Regulations Issued in Final Days of Congress: Clean Hydrogen Production Tax Credit

    December 2024 Alert

    Final Regulations Clarify the Investment Tax Credit Rules

    DECEMBER 2024 Alert

    Final Regulations Expand Access to "Direct Pay" Elections for Energy Credits
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    October 25-27, 2023 Speaking Engagements

    PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2023 New York

    Additional Speaking Engagements

    • January 6, 2025
      Tax Traps for the Unwary in Lending and Capital Markets Transactions, Dallas Bar Association
    • October 31, 2024
      PLI New York’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings: “Interesting Corporate Transactions of the Past Year”
    • January 10, 2024
      DC Bar Tax Conference, Transferability and Direct Pay under the Inflation Reduction Act
    • 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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