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Amanda D. Darwin



Amanda Darwin represents indenture trustees, issuers and bondholders in structured financing arrangements and corporate and municipal debt. She focuses her practice on financial restructuring, liquidations and redemptions to assist fiduciaries in maximizing recoveries for stakeholders.

What do you focus on?

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.

What do you see on the horizon?

As the threat COVID-19 paralyzes our communities and our economy, we return to the fundamentals of the health and safety of our family and friends. As corporate revenues slump and the markets react to the uncertainty of these difficult times, I am focused on helping clients navigate through this changed environment, while mitigating the risks that these challenging conditions bring.

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.

Deal diary-Blackstone and KKR chalk up more insurance investments

The Deal | July 15, 2021

In two separate articles, the publication highlighted the firm for advising American International Group, Inc. in the pending sale of a $5.1 billion affordable housing portfolio to Blackstone Real Estate Income Trust. Washington, DC Community Development Finance partner Liz Young is noted in one of the stories for leading the NP deal team.

In addition to Liz, the NP team includes Affordable Housing & Real Estate partner Dara Histed, Project Finance & Public Finance partner Carla Young, Community Development Finance senior counsel Jeff Lesk, and Corporate partner John Partigan, all of Washington, DC; Global Finance partner Amanda Darwin, Affordable Housing & Real Estate associates Julie Stande and Ali Walendziak, and Community Development Finance associate Nury Aguasvivas, all of Boston; Affordable Housing & Real Estate associate Emily Schwebke and Project Finance & Public Finance resident attorney Jacalyn Smith, both of Chicago; Manchester Affordable Housing & Real Estate associate Talia Burghard; Long Island Affordable Housing & Real Estate paralegal Lori Esposito; and Los Angeles Corporate paralegal Mina Gonzaque-Taylor.

2nd Circuit blocks latest Lehman effort to recover $1 billion from noteholders

Reuters Legal | August 11, 2020

This article, covering the Second Circuit’s rejection of Lehman Brothers’ effort to claw back $1 billion, mentions NP for the work of Global Finance partner Amanda Darwin (Boston), and Financial Restructuring & Bankruptcy partner Rick Pedone (Boston) and counsel Chris Desiderio (New York) in representing the noteholders.

2nd Circ. Rejects Lehman's $1B Clawback Effort

Law360 | August 11, 2020

This article, covering the Second Circuit’s rejection of Lehman Brothers’ effort to claw back $1 billion, mentions NP for the work of Global Finance partner Amanda Darwin (Boston), and Financial Restructuring & Bankruptcy partner Rick Pedone (Boston) and counsel Chris Desiderio (New York) in representing the noteholders.

Contact

Amanda D. Darwin

Partner

Boston

Phone: 617-345-1042

New York

Phone: 212-940-3173


Fax: 866-244-1528

Boston University School of Law, J.D.

Duke University, B.A., cum laude

Massachusetts

New York

Tennessee

Amanda was selected, through a peer-review survey, for inclusion in The Best Lawyers in America© 2021 in the field of Banking and Finance Law. Amanda has been listed in Best Lawyers since 2019.

Amanda was recognized in 2014 and in previous years as a “Massachusetts Super Lawyer” by the publishers of Super Lawyers magazine. Inclusion in Super Lawyers is based on a peer-review survey. Amanda also has received an AV Preeminent® Peer Review RatingTM from Martindale Hubbell®, the highest possible rating for ethics and legal ability, and is listed in Martindale-Hubbell’s 2012 Bar Register of Preeminent Women Lawyers™, a list of women attorneys who have achieved this rating. She was also ranked first place on the list of the most active lawyers to bondholders of bankrupt companies by The Deal in December 2005.

Amanda Darwin is a member of the American Bankruptcy Institute, the American Bar Association, the Boston Bar Association, the International Women’s Insolvency and Restructuring Federation, and INSOL International.

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