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

  • PHINIA Inc. completes $525 million Senior Secured Notes offering and amends credit agreementJones Day represented PHINIA Inc. in connection with (i) a Rule 144A and Regulation S offering of $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029 and (ii) an amendment to the credit agreement that governs the company's existing credit facilities to modify certain covenants, remove the mandatory prepayment provision based on quarterly and annual operating cash flow calculations, and increase the required total net leverage ratio under the company's financial covenant.
  • Morgan Stanley Capital Partners acquires Resource Innovations, Inc.Jones Day advised Morgan Stanley Capital Partners in its acquisition and financing of Resource Innovations, Inc. (RI), a leading tech-enabled services company focused on energy efficiency and sustainability.
  • FirstEnergy sells $3.5 billion transmission stake to BrookfieldJones Day advised FirstEnergy Corp. in the $3.5 billion sale of an additional 30.0% equity stake in its subsidiary FirstEnergy Transmission (“FET”), the holding company for FirstEnergy’s three regulated electric transmission businesses, to North American Transmission Company II L.P., FirstEnergy’s existing joint venture partner in FET and a controlled investment vehicle entity of Brookfield Infrastructure Partners.
  • TransDigm completes additional $550 million Senior Secured Notes offering and reprices $6.2 billion of existing tranche H and I term loansJones 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 an additional $550 million aggregate principal amount of 6.375% Senior Secured Notes due 2029 (the “Notes”).
  • Cleveland-Cliffs completes $825 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. (the "Company"), the largest flat-rolled steel producer and manufacturer of iron ore pellets in North America, in connection with its Rule 144A and Regulation S offering of $825 million aggregate principal amount of 7.000% Senior Unsecured Guaranteed Notes due 2032 (the "Notes").
  • Direct lender provides $87 million senior secured credit facility to large private equity-backed provider of medical supplies to companies in commercial cruise and shipping industriesJones Day advised a direct lender, as administrative agent, collateral agent, sole lead arranger, and lender, in connection with a $87 million senior secured credit facility provided to a large private equity sponsored company that provides medical supplies to companies in the commercial cruise and shipping industries.
  • Molex completes tender offer for up to $500 million of Senior NotesJones Day represented Molex Electronic Technologies, LLC in connection with its cash tender offer for any and all of its outstanding $500 million aggregate principal amount of 3.900% Senior Notes due 2025.
  • WESCO Distribution completes $1.75 billion Senior Notes offeringJones Day represented WESCO International, Inc., a leading provider of electrical, communications, and utility distribution and supply chain services, in connection with the Rule 144A and Regulation S offering by WESCO Distribution, Inc., a direct subsidiary of WESCO International, Inc., of $1.75 billion aggregate principal amount of Senior Notes, consisting of $900 million of 6.375% Senior Notes due 2029 and $850 million of 6.625% Senior Notes due 2032.
  • Phoenix Merchant Partners subsidiary provides term loan facility to Agora Data, Inc.Jones Day represented Phoenix Merchant Agent, LP, a subsidiary of Phoenix Merchant Partners, LP, as administrative agent, in connection with a term loan facility provided to Agora Data, Inc., an automotive financing software company.
  • TransDigm completes $4.4 billion Senior Secured Notes offering and extension and increase of its revolving credit facility to $910 millionJones 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 $2.2 billion aggregate principal amount of 6.375% Senior Secured Notes due 2029 and $2.2 billion aggregate principal amount of 6.625% Senior Secured Notes due 2032 (collectively, the “Notes”).
  • ACI Worldwide refinances its $1 billion senior secured credit facilityJones Day represented ACI Worldwide, Inc., a leading global provider of real-time electronic payment and banking solutions, in connection with the refinancing of its $1 billion senior secured credit facility.
  • Roper Technologies acquires Procare SolutionsJones Day advised Roper Technologies, Inc. in the $1.86 billion acquisition of Procare Solutions, a leading provider of cloud-based software for the management of early childhood education centers.
  • Kinzie Capital acquires Arctic IndustriesJones Day represented Kinzie Capital Partners LP, a Chicago-based private equity firm, in the acquisition and financing of Arctic Industries, a leading manufacturer of commercial grade walk-in coolers and freezers.
  • Koch Equity invests $400 million in CPM HoldingsJones Day is advising Koch Equity Development LLC in connection with its $400 million strategic equity investment in CPM Holdings, Inc., a leading global supplier of engineered process equipment for animal feed, oilseed processing, extrusion, and thermal processing markets.
  • Leading financial services company provides incremental syndicated senior secured credit facilities to finance merger of two national hospice companiesJones Day represented a leading financial services company, as left lead arranger and administrative agent, in connection with an incremental syndicated senior secured credit facilities to finance the merger of two national hospice companies.
  • Roper Technologies subsidiary acquires ProPricerJones Day advised Roper Technologies, Inc. in the acquisition by subsidiary Deltek of ProPricer, a leading proposal pricing solution for government contractors and government agencies.
  • TransDigm completes $1 billion Senior Secured Notes offering and $1 billion incremental term loanJones 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 billion aggregate principal amount of 7.125% Senior Secured Notes due 2031 (the “Notes”).
  • Affiliate of Centre Lane Partners acquires appliance business from Instant BrandsJones Day advised an affiliate of Centre Lane Partners in the acquisition and financing of the appliances business of Instant Brands, designer and distributor of kitchen and home appliances, including the Instant Pot, pursuant to Section 363 of title 11 of the United States Code.
  • Cortec Group sells Chauvet & Sons to Court Square Capital PartnersJones Day advised Cortec Group in the sale of its Chauvet & Sons platform to Court Square Capital Partners.
  • Lennox establishes $500 million commercial paper facilityJones Day represented Lennox International Inc., a leading global provider of climate control solutions, in connection with the establishment of a $500 million commercial paper facility.
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    January 2024 Commentary

    Proposed Guidance Clarifies "Foreign Entity of Concern" Restrictions for Clean Vehicle Credit

    OCTOBER 2023 Commentary

    Proposed IRS Regulations on Tax Credits for Renewable-Energy Investments Include Wage and Apprenticeship Requirements

    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
    View All

    Additional 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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