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

  • 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.
  • Blackstone / GSO Blazer Holdings LLC sells interest in Targa BadlandsJones Day advised Blackstone / GSO Blazer Holdings LLC, a portfolio company of funds managed by Blackstone, in the sale of all of Blackstone's equity interest in Targa Badlands LLC to Targa Resources Corp. for approximately $1.8 billion in cash.
  • Intuitive Machines obtains $40 million revolving credit facilityJones Day represented Intuitive Machines, Inc., a leading space exploration, infrastructure, and lunar services business, in connection with obtaining a new $40 million revolving credit facility.
  • Vintage Wine Estates confirms chapter 11 plan of liquidation following sale of substantially all assetsJones Day represented Vintage Wine Estates, Inc. and 11 of its direct and indirect subsidiaries (collectively, the "Debtors") in their chapter 11 cases in the United States Bankruptcy Court for the District of Delaware (the "Chapter 11 Cases").
  • WESCO amends its $1.725 billion credit agreement and $1.55 billion receivables securitization facilityJones Day represented WESCO International, Inc., a leading provider of electrical, communications and utility distribution and supply chain services, in connection with various financing transactions by WESCO Distribution, Inc., a direct subsidiary of WESCO International, Inc., including an amendment and extension of its $1.725 billion asset-based revolving credit facility with Barclays Bank, PLC and an amendment and extension of its $1.55 billion receivables securitization facility.
  • ABM amends and extends its $2.2 billion credit facilityJones Day advised ABM Industries Incorporated (NYSE: ABM), a leading provider of facility solutions, in connection with an amendment and extension to its existing credit facility with Bank of America, N.A., as administrative agent, which provides for an aggregate principal amount of commitments under the dollar and multicurrency revolving credit facilities of $1.6 billion and an aggregate principal amount of commitments under the term facility of $600 million.
  • Direct lender provides $167.5 million senior secured credit facility to large private equity-backed payments-platform providerJones Day advised a direct lender, as administrative agent, in connection with a $167.5 million senior secured credit facility, which consisted of a $107.5 million term loan, a $50 million delayed draw term loan, and a $10 million revolver, provided to a large private equity sponsored payments-platform provider.
  • Flowers Foods acquires Simple MillsJones Day advised Flowers Foods, Inc. in the $795 million acquisition of Simple Mills, Inc., a leading provider of gluten-free baking mixes, crackers, cookies, and snack bars made with almond and veggie flours.
  • Parker-Hannifin completes €700 million Senior Notes offeringJones Day represented Parker-Hannifin Corporation, a global leader in motion and control technologies, in connection with its registered public offering of €700 million aggregate principal amount of 2.900% Senior Notes due 2030.
  • Flowers Foods completes $800 million public offering of Senior NotesJones Day represented Flowers Foods, Inc., one of the largest producers of packaged bakery foods in the United States, in connection with its underwritten public offering of $500 million aggregate principal amount of 5.750% Senior Notes due 2035 and $300 million aggregate principal amount of 6.200% Senior Notes due 2055.
  • Marathon Petroleum completes $2 billion Senior Notes offeringJones Day represented Marathon Petroleum Corporation in connection with a SEC-registered offering of $2 billion aggregate principal amount of Notes, consisting of $1.1 billion of 5.150% Senior Notes due 2030 and $900 million of 5.700% Senior Notes due 2035.
  • Cleveland-Cliffs completes $850 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc., 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 $850 million aggregate principal amount of 7.500% Senior Unsecured Guaranteed Notes due 2031.
  • Flowers Foods refinances its $500 million revolving credit facilityJones Day represented Flowers Foods, Inc., a leading producer and marketer of packaged baked goods, in connection with the refinancing of its $500 million revolving credit facility.
  • 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.
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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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