Evan H. Janssens

Evan H. Janssens is an associate in the Investment Funds and Structured Capital & Insurance Solutions Practice Groups in the New York office of Kirkland & Ellis LLP. His practice encompasses securitized credit products, asset-backed securities offerings and innovative capital solutions involving a range of collateral types and hybrid structures. Evan advises sponsors, issuers, borrowers, collateral and portfolio managers, credit funds, initial purchasers, institutional investors and investment banks on a broad array of structured finance transactions, including securitizations, structured private credit financings and other transactions offered on a private placement basis.

In particular, Evan concentrates his practice on collateralized loan obligations (CLOs), principally broadly syndicated loan CLOs, as well as private credit CLOs, spanning new issues, resets and full and partial refinancings, and on the loan accumulation facilities that warehouse assets in advance of a CLO takeout. He counsels collateral managers on all aspects of structuring and execution in the primary issuance of CLO securities, including the effect of developments in rating agency criteria and methodologies on portfolio profile tests and ratings matrices. Ahead of pricing, Evan negotiates investor stipulations and rating agency comments, and revises the transaction documents and offering materials to reflect agreed positions consistent with the collateral manager’s operational requirements. Through closing, he prepares and oversees the direction letters, issuer orders, optional redemption notices, supplemental indentures and officer’s certificates required to effect resets and refinancings under the governing indentures, and coordinates the notice periods, consents and conditions among trustees, securities intermediaries, collateral administrators, noteholders and rating agencies. Alongside his CLO practice, Evan advises on collateralized fund obligations, which bring comparable tranching, ratings and disclosure analysis to portfolios of private fund interests.

Evan also represents non-bank lenders, specialty finance companies and debt funds, as sellers, in lender finance transactions, including complex repurchase facilities and related back-leverage arrangements secured by originated loans and real asset exposures. He focuses on the structuring and negotiation of master repurchase agreements, which are intended to qualify as securities contracts entitled to the safe harbor protections of the U.S. Bankruptcy Code, together with guaranties, pledge and security agreements, custodial agreements, servicing agreements and fee letters, as well as subsequent amendments and joinders. Where assets are held subject to co-lender arrangements, Evan reconciles the facility’s significant modification, exception and reporting provisions with the underlying loan documentation.

Before joining Kirkland, Evan represented arrangers, underwriters and structurers, issuers and asset managers in respect of CLO transactions and acted for administrative agents and lenders with regard to leveraged loan warehouse financings. He has experience analyzing regulatory frameworks governing aspects of the origination, sponsorship, sale and distribution of securitized financial instruments, including the U.S. credit risk retention rules, the U.S. securitization conflicts of interest rule, and the EU and UK risk retention regimes, together with interpreting proposed amendments and guidance put forward by executive bodies and prudential supervisory authorities in regard to existing legislation.

In prior practice, in connection with the offer and sale of tranched, rated and unrated debt securities issued in domestic and cross-border securitizations of corporate loans, Evan regularly drafted core transaction documents, such as indentures, credit agreements, collateral management agreements, master sale and participation agreements, note purchase agreements, placement agency agreements, forward purchase agreements and risk retention letters, along with the repurchase agreements and accompanying rehypothecation agreements used in certain transactions to finance required risk retention interests. As issuer’s counsel, he routinely drafted offering circulars for sales exempt from registration in reliance on Rule 144A and Regulation S, each promulgated under the Securities Act of 1933, as amended, and subject to the antifraud provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, describing, among other material considerations, the risk factors attendant to the transaction, and delivered related legal opinions and negative assurance letters. In this capacity, Evan prepared securities account control agreements, warehouse termination and release letters, subscription agreements and investor representation letters, co-issuer organizational and authorization documents, income note issuer documentation and the depositary letters of representations and information vendor notices required to establish book-entry eligibility and preserve reliance on the exclusion provided by Section 3(c)(7) of the Investment Company Act of 1940, as amended, addressing separately any classes issued in certificated rather than book-entry form. Where the capital structure included a loan tranche, he prepared the memoranda furnished to the lenders and their counsel addressing the co-issuers’ reliance on the loan securitization exclusion under the Volcker Rule. Across those transactions, Evan reviewed collateral administration agreements, together with the constitutional documents, corporate approvals and legal opinions delivered by the issuer’s Cayman Islands counsel, for conformity with the indenture and the terms negotiated by the parties. He also assessed agreements and plans of merger effecting transfers of assets among transaction entities in advance of a CLO takeout, drafting master sale and participation agreements as the alternative transfer mechanism should a merger not proceed. Evan advised clients on the valuation and conflicts questions raised by cross-trades between accounts under common management and other transfers of warehouse assets into the issuer, including whether principal-transaction restrictions applied.

Previously, Evan acted as counsel to public and private companies in matters relating to traditional capital market offerings, corporate control and recapitalization transactions as well as disclosure and registration requirements under the federal securities laws. In addition, he has advised publicly held companies on matters at the intersection of corporate governance, fiduciary duty law and securities regulation, including anti-takeover provisions and defensive policy measures, such as “on-the-shelf” shareholder rights plans; compliance with applicable federal laws, rules and regulations with respect to executive compensation recoupment and insider trading arrangements and restrictions, as well as related disclosure obligations; national securities exchange initial and continued listing standards; and the processes for voluntary delisting and deregistration of public company securities.

Evan received a J.D. from Benjamin N. Cardozo School of Law, where he served as submissions editor of the Cardozo International & Comparative Law Review. He received a B.A., with distinction, from Cornell University. Evan is admitted to practice in the state of New York.