Evan Grosch

EVAN GROSCH’s practice focuses on structured finance, capital markets, mergers and acquisitions, shareholder activism and corporate governance involving public companies.

Evan also has extensive experience advising clients on a broad range of environmental, social, and governance (ESG) issues and he regularly speaks and authors articles on ESG-related topics for a variety of industry groups and publications, including presenting at the World Business Council for Sustainable Development’s (WBCSD) Learning Series.

Evan graduated with a J.D. from the University of Texas at Austin. There he served on the Executive Board for the Texas Business Law Society as the co-director of the Texas Transactional Skills program. Evan placed “Best Overall” at the Texas Annual Transactional Skills Program, and was a quarterfinalist at the Hutchinson Moot Court Competition.

Currently, Evan serves as a member of the Board of Directors for the Missouri State University Alumni Association.

Mergers & Acquisitions / Capital Markets / Debt Finance

• Advises power and gas utilities in connection with multiple cost-recovery securitizations across the United States.
• Advises financial institutions in a variety of asset-backed security securitizations.
• Kentucky Power Company, an American Electric Power Company, Inc. (NASDAQ: AEP) electric utility subsidiary, and Kentucky Power Cost Recovery LLC in the issuance of Series 2025 Senior Secured Recovery Bonds valued at US$477.7 million to recover certain extraordinary costs.
• A fund managed by Macquarie Asset Management in its agreement to acquire a 40% equity stake in select U.S. Gulf Coast infrastructure assets from Dow Inc. (NYSE: DOW), with an option to increase its equity stake to 49% within six months after closing for initial cash proceeds of approximately US$2.4 billion with the potential to receive up to approximately US$3 billion in total.
• Beacon Roofing Supply Inc. (NASDAQ: BECN) in its sale to QXO for US$11 billion in cash.
• Southwestern Electric Power Company, an American Electric Power Company, Inc. (NASDAQ: AEP) electric utility subsidiary, in the issuance of Ratepayer-Backed Bonds valued at US$336.7 million securitizing costs incurred as a result of Hurricanes Laura and Delta and winter storm Uri, and fund a new storm recovery reserve account.
• Premium haircare brand K18 in its agreement to be acquired by Unilever PLC.
• J.P. Morgan Securities LLC, co-lead structuring advisor, placement agent, and secured hedge provider, in a US$640 million private offering of notes in an asset-backed securitization issued by Maverick Natural Resources, LLC.
• RBC Capital Markets Corporation, in the issuance of Ratepayer-Backed Bonds valued at US$761.6 million for the purposes of Oklahoma Gas and Electric Company (NYSE: OGE) securitizing costs incurred as a result of Winter Storm Uri.
• Public Service Company of Oklahoma, an American Electric Power Company, Inc. (NASDAQ: AEP) electric utility subsidiary, in the issuance of Ratepayer-Backed Bonds valued at US$696.9 million securitizing costs incurred as a result of Winter Storm Uri.
• Atmos Energy Corporation (NYSE: ATO), in the issuance of Series 2023-A Senior Secured Securitized Utility Tariff Bonds valued at US$95 million, for the purpose of Atmos Energy Corporation recovering significant costs incurred as a result of Winter Storm Uri in February 2021.

Corporate Governance and ESG/Sustainability Matters

While many matters remain private, past representative engagements of Evan’s include:

• Advising one of the largest sovereign wealth funds in the world on ESG-related matters and issues.
• Several multi-national companies in connection with the development of compliance programs for reporting and disclosing in accordance with emerging ESG-related regulations.
• Multiple public companies in connection with the elimination or modification of their ESG-related targets or goals.
• Advising, drafting, and reviewing the structural defenses in the certificates of incorporation, bylaws, and corporate governance guidelines of public companies ranging in size from the Fortune 10 to Smaller Reporting Companies.
• Multiple Fortune 100 and 500 companies in connection with the publication of their sustainability/ESG reports and alignment of their disclosures with voluntary reporting frameworks such as the GHG Protocol, GRI, ISSB, SASB and TCFD.
• Advises Fortune 100 and 500 companies on compliance with emerging mandatory ESG- and sustainability-related regulations.
• Multiple publicly traded corporations in connection with their engagement with institutional investors on ESG-related topics, human rights statements and related policies.
• Advises publicly traded corporations regarding corporate governance-related matters such as, board of directors’ matters, investor relations, Rule 14a-8 shareholder proposals, engagement with proxy advisory firms (Institutional Shareholder Services and Glass Lewis), Exchange Act compliance, stock exchange listing requirements, human capital disclosures, and the sustainable sourcing of products and raw materials.
• Advises companies and industry groups in connection with ESG-related supply chain compliance issues.

Shareholder Activism

While many matters remain private, past representative engagements of Evan’s include:

• Enhabit, Inc. (NYSE: EHAB) in its proxy contest defense against AREX Capital Management, LP. 
• Apyx Medical Corporation (NASDAQ: APYX) in connection with the investment of Stavros G. Vizirgianakis.
• BJ’s Restaurants, Inc. (NASDAQ: BJRI) in connection with its cooperation agreements with Fund 1 Investments and PW Partners, LLC.
• Cutera, Inc. (NASDAQ: CUTR) in its proxy contest defense against Voce Capital.
• Sensei Biotherapeutics, Inc. (NASDAQ: SNSE) in its proxy contest defense against Apeiron.
• Enhabit, Inc. (NYSE: EHAB) in its proxy contest defense against Cruiser Capital and Harbour Point Capital Management. 
• Quotient Technology Inc. (NYSE: QUOT) in its proxy contest defense against Engaged Capital.
• Comtech Telecommunications Corp. (NASDAQ: CMTL) in its proxy contest defense against Outerbridge Capital Management.
• Zendesk, Inc. (NYSE: ZEN) in its proxy contest defense against JANA Partners.
• Newpark Resources, Inc. (NYSE: NR) in connection with the investment of Bradley L. Radoff.
• Ammo, Inc. (NASDAQ: POWW) in its proxy contest defense against Steven F. Urvan and Susan T. Lokey.

• The Global Alliance of Impact Lawyers, Member, 2024
• Texas Young Lawyer Association, Member, 2021
• Houston Young Lawyers Association, Member, 2021
• International Bar Association, Member, 2021