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

  • Corpay agrees to $300 million minority investment by Mastercard in its cross-border businessJones Day represented Corpay, Inc. (NYSE: CPAY) in connection with a $300 million minority investment by Mastercard in Corpay’s cross-border business.
  • Wells Fargo amends and restates $4 billion senior unsecured revolving credit facility for publicly traded real estate investment trustJones Day represented Wells Fargo Bank, National Association, as administrative agent, in connection with the amendment and restatement of a $4 billion senior unsecured revolving credit facility for a publicly traded real estate investment trust.
  • Wells Fargo-led syndicate provides $1.38 billion senior unsecured credit agreement to subsidiary of publicly traded real estate investment trustJones Day represented Wells Fargo Bank, National Association, as administrative agent, in connection with a $1.38 billion senior unsecured credit agreement, consisting of a $1 billion revolving credit facility and a $380 million delayed draw term loan facility, to a subsidiary of a publicly traded real estate investment trust.
  • Morgan Stanley portfolio company acquires Natural DogJones Day advised Morgan Stanley Capital Partners in the acquisition by portfolio company FoodScience LLC of Natural Dog, a company that provides natural, vet-formulated wellness products for dogs.
  • Molex completes $1 billion Senior Notes offeringJones Day represented Molex Electronic Technologies, LLC in connection with a Rule 144A and Regulation S offering of $600 million aggregate principal amount of 4.750% Senior Notes due 2028 and $400 million aggregate principal amount of 5.250% Senior Notes due 2032.
  • Urban Elevator sells eight locations to OtisJones Day advised Urban Elevator in the sale of eight locations to Otis Elevator Company.
  • Large financial institution provides $1.115 billion senior secured credit facilities to national mortgage lender and servicerJones Day advised a large financial institution, as administrative agent, in connection with a refinancing of an existing facility to a national mortgage lender and servicer, resulting in a total credit facility of $1.115 billion, including a term loan facility in an aggregate principal amount of $400 million and a revolving commitment in an aggregate principal amount of $715 million.
  • Logility enters into acquisition agreement with ApteanJones Day advised Logility Supply Chain Solutions, Inc. (NASDAQ: LGTY) in the acquisition by Aptean, Inc., a private equity-backed enterprise software company, for $14.30 per share in cash, or an enterprise value of approximately $490 million.
  • ENEOS invests in C2XJones Day is advising ENEOS Corporation in its Investment in C2X LTD, a developer of green methanol projects.
  • Gentex acquires VOXX InternationalJones Day advised Gentex Corporation (NASDAQ: GNTX), a leading supplier of digital vision, connected car, dimmable glass and fire protection technologies, in its acquisition of VOXX International Corporation (NASDAQ: VOXX), a worldwide leader in the automotive electronics and consumer electronics industries, in an all-cash transaction.
  • PNC Bank provides $1.3 billion syndicated unsecured revolving credit facility to leading manufacturer and supplier of industrial safety equipmentJones Day represented PNC Bank, National Association, as administrative agent, in connection with a $1.3 billion syndicated unsecured revolving credit facility provided to a leading manufacturer and supplier of industrial safety equipment.
  • Underwriters complete $192.8 million Floating Rate Notes offering by Exxon Mobil CorporationJones Day represented the underwriters in connection with Exxon Mobil Corporation's SEC-registered offering of $192.8 million principal amount of Floating Rate Notes due 2075.
  • TriMas amends its $250 million credit facilityJones Day represented TriMas Corporation, a diversified manufacturer of engineering products that serve a variety of industrial, commercial, and consumer end markets worldwide, in connection with an amendment and extension of its $250 million revolving credit facility with JPMorgan Chase Bank, N.A.
  • PNC Bank leads syndicate of lenders on amended and restated senior secured credit facilities for professional sound reinforcement and live touring production support companyJones Day represented PNC Bank, National Association, as administrative agent, in connection with the arrangement, syndication, and documentation of upsized and extended senior secured credit facilities, consisting of a $350 million revolving working capital credit facility, a $200 million term loan, and a $70 million revolving term-out facility, provided to a professional sound reinforcement and live touring production support company, to be used for the company’s build-out of its new headquarters.
  • Direct lender provides $100 million second-lien credit facility to large sponsor-backed cloud services and consulting providerJones Day advised a direct lender, as agent, in connection with a $100 million second-lien credit facility, consisting of a $80 million term loan and a $20 million delayed draw term loan, provided to a large sponsor-backed cloud services and consulting provider specializing in support for the world's largest cloud service platform.
  • Nutrien completes $1 billion Senior Notes offeringJones Day represented Nutrien Ltd. in connection with a public offering of $1 billion of Senior Notes, consisting of (i) $400 million aggregate principal amount of 4.500% Senior Notes due 2027 and (ii) $600 million aggregate principal amount of 5.250% Senior Notes due 2032.
  • Golden Gate Capital completes sale of Stonehill Environmental PartnersJones Day advised Stonehill Environmental Partners in the sale of Stonehill by Golden Gate Capital, a San Francisco-based private equity firm.
  • MPLX completes $2 billion public offering of Senior NotesJones Day represented MPLX LP in connection with its SEC-registered offering of $2 billion aggregate principal amount of Notes, including $1 billion of 5.400% Senior Notes due 2035 and $1 billion of 5.950% Senior Notes due 2055.
  • HanesBrands obtains $2.25 billion in senior secured credit facilitiesJones Day represented HanesBrands Inc., a global leader in iconic apparel brands, in connection with its new upsized $1.1 billion senior secured term loan B facility, $750 million senior secured revolving credit facility, and $400 million senior secured term loan A facility.
  • WESCO Distribution completes $800 million Senior Notes offeringJones Day represented WESCO International, Inc., a leading provider of business-to-business distribution, logistics services and supply chain solutions, in connection with its $800 million Rule 144 A and Regulation S offering of 6.375% Senior Notes due 2033 by direct subsidiary WESCO Distribution, Inc.
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    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

    October 2024 Alert

    Final Regulations Clarify Requirements for the Advanced Manufacturing Production Credit

    September 2024

    The Climate Report: Third Quarter 2024

    September 2024 Newsletters

    Navigating the Emerging Market for Green Energy Tax Credits

    September 2024 Newsletters

    U.S. IRS Releases Guidance for Clean Hydrogen Production Tax Credit
    View All

    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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