Amanda D. Darwin

My focus

I practice in banking and finance, focusing on financial institutions acting as fiduciaries in the capital markets. My experience includes corporate debt, municipal debt and complex structured financing arrangements, including CDO, CLO, ABS, RMBS and hedge transactions.

In the area of distressed corporate and municipal debt, I have represented indenture trustees, administrative agents and bondholders in some of the largest bankruptcy cases of the last 20 years, actively participating on creditors committees and ad hoc committees of secured creditors.

In the area of structured defaults, I represent indenture trustees and hedge counterparties in the wind-down of complex financing arrangements, whether through redemption or liquidation, to maximize recoveries for noteholders.

In the area of mortgage-backed securities, I assist trustees in managing risk by offering a broad range of services to monitor claims and litigation and to respond to civil and governmental subpoenas.

I also actively participate in firm management as one of its Loss Prevention partners. I am also active in the firm’s diversity initiative and its pro bono practice.

Representative experience

Have counseled and advised indenture trustees in over 75 bankruptcy cases acting on behalf of holders of both unsecured and secured indebtedness, including in the largest bankruptcy cases filed in the United States.

• Lehman Brothers Holdings, Inc. Represented Deutsche Bank Trust Company Americas and Deutsche Bank National Trust Company as indenture trustee and in other fiduciary capacities across product lines with respect to over 90 issuances involving Lehman, including derivatives, CDO, RMBS, corporate, and municipal, including both U.S. transactions and transactions involving Lehman’s foreign affiliates.
• Energy Future Holdings Corp. Represented American Stock Transfer & Trust Company (“AST”) in the bankruptcy case of Energy Future Holdings Corp. (“EFH”) in the Delaware Bankruptcy Court. EFH was the largest generator, distributor, and retail provider of electricity in Texas. AST acted as indenture trustee for $1.8 billion in unsecured notes. Work included litigation related to appointment of creditors’ committee, evaluation of claims against private equity fund shareholders, intercompany claims, bondholder entitlement to post-petition interest, makewhole premiums totaling more than $200 million, potential violations of Trust Indenture Act, value of Net Operating Losses (NOLs), and a contested plan of reorganization.
• Calpine Represented Wilmington Trust Company as collateral agent and first lien trustee for approximately $2.4 billion in debt secured by 14 power plants. Managed intercredtior disputes with second and third lien debt; litigated parties’ rights to default interest and prepayment premiums; performed valuations and inventories of mortgages and collateral; and advised indenture trustee on risks and obligations of foreclosing on collateral and exercising remedies.
• Cloud Peak Represented Wilmington Trust Company as indenture trustee for holders of second lien notes in connection with bankruptcy and sale of coal mining company.
• BlackRock vs. Wells Fargo Represent indenture trustee on numerous RMBS trusts entitled to claims in connection with the settlement of this case.

Looking ahead

As inflation remains too high and interest rates continue to tick up, credit tightens and the risk of default increases. I am focused on helping clients navigate through this historic economic time, while mitigating the risks that these challenging conditions bring.