Marcia C. Kelson

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Marcia Kelson focuses on complex benefit and compensation matters, including those arising in connection with corporate acquisitions, dispositions, mergers, pension de-risking, and employee stock ownership plans (ESOPs). With 20 years of experience, she has counseled hundreds of plan sponsors, fiduciaries, and administrators on legal issues pertinent to employee benefit plans and the entities that maintain them. This includes advising public, private, and nonprofit clients with respect to the structuring, drafting, and administration of qualified and nonqualified retirement plans, equity-based compensation, and other similar plans and programs. In addition, Marcia regularly drafts and negotiates employment, severance, retention, and change of control agreements.

Marcia has worked with clients in a wide range of industries, including insurance, food packaging, food/snacks, medical technology, communications infrastructure, energy, data center services, publishing, agricultural, granite, and retail pharmacy. She also advises private equity funds in acquiring companies and implementing equity incentive arrangements across their platform companies.

Furthermore, Marcia counsels clients on minimization of fiduciary liability, including counseling boards and compensation committees on implementation of proper plan governance practices. She has significant experience representing plan sponsors and fiduciaries in connection with Department of Labor (DOL) and Internal Revenue Service (IRS) filings, reviews, and investigations.

Marcia is a member of the Women's Committee of the Carnegie Museum of Art and is a graduate of Leadership Pittsburgh XXXI. She is also a member of the National Center for Employee Ownership (NCEO).

担当案件

  • 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.
  • Asbury Automotive Group acquires the Herb Chambers CompaniesJones Day advised Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the United States, in its acquisition of various automotive dealerships owned by The Herb Chambers Companies for approximately $1.45 billion in cash.
  • Phoenix Merchant Partners arranges $86 million senior secured term loan credit facility for private academic institutionJones Day represented Phoenix Merchant Partners, LP, as co-lead arranger and co-bookrunner, in connection with the arrangement of a $86 million senior secured term loan credit facility for a private academic institution.
  • Inflexion acquires Veto Pro PacJones Day advised Inflexion Private Equity and its portfolio company Aspen Pumps Limited on the acquisition of Veto Pro Pac, LLC, a manufacturer of a premium range of tool bags and tool storage solutions.
  • Large financial institution provides $165 million syndicated senior secured credit facility to leading egg and dairy farm supplierJones Day represented a large financial institution, as administrative agent, in connection with a $165 million syndicated senior secured credit facility provided to a leading egg and dairy farm supplier.
  • PNC Bank provides $500 million unsecured revolving credit facility to Pure Storage, Inc.Jones Day represented PNC Bank, National Association, as administrative agent, in connection with a $500 million unsecured revolving credit facility provided to Pure Storage, Inc., a public technology company that specializes in all-flash data storage hardware and software products.
  • Phoenix Merchant Partners subsidiary provides $30 million term loan to appraisal management companyJones Day represented Phoenix Merchant Agent, LP, a subsidiary of Phoenix Merchant Partners, LP, as administrative agent, in connection with a $30 million term loan facility provided to an appraisal management company.
  • Wabtec amends and restates its credit agreement in aggregate principal amount of up to $2.725 billionJones Day represented Wabtec Corporation in connection with the refinancing and amendment and restatement of its existing delayed draw term and revolving credit facility that also refinances its separate existing $225 million term loan facility.
  • AAR sells non-core landing gear overhaul businessJones Day advised AAR Corp., a leading provider of aviation services to commercial and government operators, MROs, and OEMS, in the divesture of its landing gear overhaul business.
  • 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.
  • Wabtec acquires Dellner CouplersJones Day is advising Wabtec Corporation in the $960 million acquisition of Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock.
  • Engage PEO acquires Axios HRJones Day advised Engage PEO in the acquisition of Axios HR, a Grand Rapids, Michigan-based PEO with a distinguished history of serving clients in Michigan and across the Midwest, from Axios International.
  • Stephens Group acquires Astro PakJones Day advised The Stephens Group in the acquisition and financing of Astro Pak, LLC, an industry leader in passivation, precision cleaning, and high-purity chemical cleaning services.
  • CNX Resources acquires natural gas upstream and associated midstream business of Apex EnergyJones Day advised CNX Resources Corporation in the acquisition of the natural gas upstream and associated midstream business of Apex Energy LLC, a Carnelian Energy Capital portfolio company, for a total cash consideration of approximately $505 million.
  • Wabtec acquires Evident’s inspection technologies divisionJones Day is advising Wabtec Corporation (NYSE: WAB) in connection with its $1.78 billion acquisition of Evident’s inspection technologies division, a global leader in non-destructive testing, remote visual inspection and analytical instruments solutions for mission critical assets.
  • Accelmed Partners acquires Bioventus Advanced Rehabilitation businessJones Day advised Accelmed Partners in its acquisition of Bioventus Inc.'s Advanced Rehabilitation business.
  • Molex acquires AirBornJones Day is advising Molex, a leading global connectivity and electronics solutions provider, in the acquisition of AirBorn, Inc., a company specializing in the design and manufacturing of rugged connectors and electronic components for global Original Equipment Manufacturers (OEMs) serving the aerospace and defense, commercial air, space exploration, medical, and industrial markets.
  • Inflexion Private Equity portfolio company acquires Malco Tools, Inc.Jones Day advised Inflexion Private Equity Partners LLP in connection with the acquisition by portfolio company Aspen Pumps Group of Malco Tools, Inc., one of the nation's top manufacturers of high-quality tools for working with sheet metal, fiber cement, vinyl siding, gutters, and other materials in the HVAC and building construction industries.
  • 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.
  • ITT completes divestiture of Wolverine Advanced MaterialsJones Day advised ITT, Inc. in the $171 million sale of its Wolverine Advanced Materials business to private equity firm Center Rock Capital Partners.
    •

    • February 5, 2021
      Entity Structure and Employee Arrangements
    • October 18, 2019
      2019 Executive Compensation and Benefits Symposium (Critical Updates; Maximizing Outcomes in Corporate Transactions)
    • August 13, 2019
      Employee Stock Ownership Plan Transaction Planning
    • February 20, 2018
      Jones Day's 2018 Speaker Series: The Tax Cuts and Jobs Act of 2017
    • October 6, 2017
      2017 Executive Compensation and Benefits Symposium (M&A)
    • June 22, 2017
      Execution of a Successful Pension Risk Transfer Transaction, Jones Day New York
    • September 25, 2015
      2015 Critical Updates in Executive Compensation and Benefits, ERISA Updates (Fiduciary Issues, Pension Risk)

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