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

  • VSE acquires Kellstrom Aerospace Group and completes $172.5 million public offering of Common StockJones Day is advising VSE Corporation, a leading provider of aftermarket distribution and repair services, in the $200 million acquisition of Kellstrom Aerospace Group, Inc., a portfolio company of AE Industrial Partners, LP and a diversified global distributor and service provider supporting the commercial aerospace engine aftermarket.
  • Blue Point Capital acquires Pinnacle MEP HoldingsJones Day represented Blue Point Capital Partners in connection with the acquisition and financing of Pinnacle MEP Holdings, an HVACR, plumbing, and related mechanical services provider with operations throughout the Midwest.
  • The Aaron's Company agrees to be acquired by IQVenturesJones Day advised 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.
  • Innventure enters agreement with Learn CWJones Day advised Innventure LLC in its business combination with Learn CW Investment Corporation, a publicly traded special purpose acquisition company (NYSE: “LCW”) sponsored by CWAM LC Sponsor LLC, an affiliate of Learn Capital and Commonwealth Asset Management.
  • Accelmed Partners acquires Bioventus Advanced Rehabilitation businessJones Day is advising Accelmed Partners in its acquisition of Bioventus Inc.'s Advanced Rehabilitation business.
  • Duggal Visual Solutions receives investment from CortecJones Day advised Duggal Visual Solutions, Inc., a New York-based global leader in graphic printing, design services and visual solutions, in connection with a strategic investment by Cortec Group.
  • 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 advised 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.
  • PHINIA Inc. completes $450 million Senior Notes offeringJones Day represented PHINIA Inc. in connection with a Rule 144A and Regulation S offering of $450 million aggregate principal amount of 6.625% Senior Notes due 2032.
  • 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.
  • Riverside portfolio company acquires Labor Law Center, LLCJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company OutSolve LLC of Labor Law Center, a premier leading provider of labor law compliance services.
  • 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.
  • Closely held private equity firm obtains $31 million term loan credit facility and $10 million trade loan facility for certain portfolio companiesJones Day represented portfolio companies of a private equity firm, including a leading online auction marketplace for the generation and monetization of locally targeted and category-specific consumer demand, and a performance-based marketing solutions company connecting car consumers and dealers, in connection with the refinancing and consolidation of two credit facilities into a $31 million term loan credit facility and a $10 million trade loan credit facility.
  • 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.
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    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

    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
    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

    January 25 and 26, 2023 Speaking Engagements

    2023 D.C. Bar Tax Legislative and Regulatory Conference

    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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