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.

Experiencia

  • Large financial institution amends and restates senior secured credit facility for Freedom Mortgage CorporationJones Day represented a large financial institution, as administrative agent, in connection with the amendment and restatement of a senior secured credit facility provided to Freedom Mortgage Corporation, a national, full-service mortgage banker that provides origination and servicing through retail, wholesale, correspondent, and commercial divisions.
  • Jones Day represents CITGO in court-ordered saleJones Day is representing CITGO in connection with the proposed court-ordered sale of CITGO by a Special Master appointed by the United States District Court for the District of Delaware to Amber Energy, backed by Elliott Investment Management.
  • Affiliates of Centre Lane Partners acquire substantially all of the assets of Hardinge Inc. and its subsidiaries, including the Kellenberger, USACH, SuperPrecision, and Workholding business linesJones Day is advising affiliates of Centre Lane Partners in the acquisition of substantially all of the assets of Hardinge Inc. and its debtor subsidiaries, a global leader and provider of advanced machine tool, manufacturing and workholding solutions, as part of chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware.
  • TransDigm completes $1.5 billion Senior Secured Notes offering and incurs $1.5 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 the Rule 144A and Regulation S offering by TransDigm Inc., its wholly-owned subsidiary, of $1.5 billion aggregate principal amount of 6.000% Senior Secured Notes due 2033 (the “Notes”).
  • Bunge Limited Finance completes $2 billion public offering of Senior NotesJones Day represented Bunge Limited Finance Corp. ("BLFC") in connection with a public offering of $2 billion of Senior Notes, consisting of $400 million aggregate principal amount of 4.100% Senior Notes due 2028, $800 million aggregate principal amount of 4.200% Senior Notes due 2029, and $800 million aggregate principal amount of 4.650% Senior Notes due 2034.
  • PNC Bank leads syndicate of lenders on $425 million senior secured revolving credit facility for leading North American private railroad and transportation management companyJones Day represented PNC Bank, National Association, as administrative agent, in connection with a $425 million syndicated senior secured revolving credit facility made to a provider of intermodal transportation and supply chain management services and one of North America’s largest and fastest growing private railroad and transportation management companies, and certain of its affiliates.
  • Randstad forms joint venture combining its job board business, Monster, with CareerBuilderJones Day advised Randstad N.V., a multinational publicly traded talent company, in connection with the formation of a joint venture combining its job board business, Monster, with CareerBuilder, a subsidiary of investment funds affiliated with Apollo Global Management, Inc.
  • Labcorp enters into $300 million accounts receivable securitization facilityJones Day advised Labcorp Holdings Inc., a leading global life sciences company, in connection with a $300 million accounts receivable securitization facility with PNC Bank, National Association.
  • 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 of 4.500% Senior Notes due 2029, $500 million of 4.750% Senior Notes due 2032, and $1 billion of 4.900% Senior Notes due 2034.
  • Roper Technologies acquires Transact CampusJones Day advised Roper Technologies, Inc. in the $1.6 billion acquisition of Transact Campus, Inc., an award-winning provider of innovative campus technology and payment solutions, offering a comprehensive suite of services, including campus ID software and secure access, tuition and fees software and payment processing, as well as point-of-sale campus commerce solutions, from Reverence Capital Partners.
  • Koch Equity Development acquires iconectiv, LLCJones Day is advising 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.
  • Leading financial services company provides $1.125 billion syndicated senior secured credit facility to telecommunications companyJones Day represented a leading financial services company, as left lead bookrunner and administrative agent, in connection with a $1.125 billion senior secured syndicated credit facility, consisting of a $650 million institutional term loan B and a $475 million revolving credit facility, provided to a telecommunications company.
  • Bank of America provides $100 million secured revolving credit facility to PJT PartnersJones Day represented Bank of America, N.A., as administrative agent, in connection with a $100 million secured revolving credit facility provided to PJT Partners Holdings, LP, a premier, global, advisory-focused investment bank.
  • Kokusai Electric Corporation completes ¥138.2 billion international secondary offeringJones Day represented KSP Kokusai Investments, LLC, a subsidiary of Koch Industries, Inc., as a selling stockholder of 13,319,500 shares of Common Stock, in connection with Kokusai Electric Corporation's international secondary offering of an aggregate of 30,190,800 shares of Common Stock outside of Japan pursuant to Rule 144A/Regulation S.
  • Direct lender provides $105 million senior secured credit facility to private equity-backed government software providerJones Day represented a direct lender, as administrative agent and a lender, in connection with a $105 million senior secured credit facility provided to a private equity sponsored company that is a leading provider of transaction and compliance software for state and local governments.
  • Vintage Wine Estates enters Chapter 11 with plans to sell substantially all assetsJones Day is representing Vintage Wine Estates, Inc. and 11 of its direct and indirect subsidiaries (collectively, the "Debtors") in their chapter 11 cases pending in the United States Bankruptcy Court for the District of Delaware (the Chapter 11 Cases").
  • Morgan Stanley Capital Partners portfolio company acquires American Label TechnologiesJones Day advised Morgan Stanley Capital Partners in connection with the acquisition and financing by portfolio company AWT Labels & Packaging, Inc. (AWT) of American Label Technologies (ALT), a leading manufacturing and supplier of custom label, RFID, print and packaging materials.
  • Nutrien completes $1 billion public offering of Senior NotesJones 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 5.200% Senior Notes due 2027 and (ii) $600 million aggregate principal amount of 5.400% Senior Notes due 2034.
  • Corpay acquires GPS Capital MarketsJones Day advised Corpay, Inc. in the acquisition of GPS Capital Markets, LLC and its subsidiaries, a group that provides business-to-business cross-border and treasury management solutions, in Corpay’s third largest deal ever.
  • The Aaron's Company agrees to be acquired by IQVenturesJones Day is advising The Aaron's Company, Inc. in the acquisition and take private of Aaron’s by IQVentures Holdings, LLC, a leading fintech organization, for $10.10 per share in cash, or an enterprise value of approximately $504 million.
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    September 2024 Newsletters

    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

    July 2024 Commentary

    Treasury Department Finalizes 1% Corporate Stock Buyback Tax Reporting Rules

    July 2024 Commentary

    IRS Issues Final Prevailing Wage and Apprenticeship Regulations for Clean Energy Tax Credits

    May 2024 Alert

    Proposed Treasury Regulations Provide Guidance on New Clean Electricity Production and Investment Tax Credits

    May 2024 Alert

    Final Clean Vehicle Credit Regulations Clarify Diligence and Tracing Rules

    April 2024 Alert

    Administration Finalizes Regulations on Clean Energy Tax Credit Transfers

    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
    Ver todo el conocimiento

    October 25-27, 2023 Speaking Engagements

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

    January 25 and 26, 2023 Speaking Engagements

    2023 D.C. Bar Tax Legislative and Regulatory Conference

    • 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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