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

  • 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.
  • 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").
  • Roper Technologies acquires Transact CampusJones Day is advising 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.
  • 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.
  • PNC Bank leads syndicate of lenders on amended and restated senior secured credit facilities in aggregate principal amount of $500 million provided to technology company specializing in live production services and integrated permanent solutionsJones 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 $290 million revolving working capital credit facility, a $140 million term loan, and a $70 million revolving term-out facility, provided to a technology company specializing in live production services and integrated permanent solutions, to be used for the company’s build-out of its new headquarters.
  • Gray Television completes $1.85 billion refinancing, including $1.25 billion private offering of Senior Secured First Lien Notes and new $500 million senior secured term loanJones Day represented Gray Television, Inc. (“Gray”), a television broadcast company headquartered in Atlanta, Georgia that owns and/or operates television stations and digital assets in 114 television markets that collectively reach approximately 36% of U.S. television households, in connection with its (i) private offering of $1.25 billion aggregate principal amount of 10.500% Senior Secured First Lien Notes due 2029 (the “Notes”) under Rule 144A and Regulation S, and (ii) new $500 million term loan “B” facility.
  • Ensign-Bickford Industries acquires Accratronics SealsJones Day advised Ensign-Bickford Industries, Inc. in connection with its acquisition of Accratronics Seals LLC (formerly Accratronics Seals Corporation), a family-owned and operated, end-to-end machine shop which specializes in the creation of hermetically sealed connectors and parts for the aerospace, defense, and space travel industries.
  • Large financial institution leads syndicate of lenders on $70.5 million senior secured credit facility for water treatment specialistJones Day represented a large financial institution, as administrative agent, in connection with a $70.5 million syndicated senior secured credit facility, consisting of a $15 million revolver and $55.5 million term loan, provided to a water treatment specialist.
  • Direct lender provides $35 million senior secured credit facility to large private equity-backed leading provider of lease accounting and lease management software solutionsJones Day advised a direct lender, as administrative agent, in connection with a $35 million senior secured credit facility provided to a large private equity sponsored company that is the leading provider of lease accounting and lease management software solutions in North America.
  • Timken completes €600 million public offering of Senior NotesJones Day represented The Timken Company, a global technology leader in engineered bearings and industrial motion, in connection with the underwritten public offering of €600 million aggregate principal amount of 4.125% Senior Notes due in 2034.
  • MPLX completes $1.65 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $1.65 billion aggregate principal amount of 5.500% Senior Notes due 2034.
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    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

    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
    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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