Amanda D. Darwin

/My focus

I practice in banking and finance, focusing on banks, indenture trustees, loan agents, issuers, and institutional investors. My transactional experience includes leveraged loans, corporate debt, municipal debt, and structured financing.

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 transactions and in the wind-down of 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

I have represented and advised indenture trustees, loan agents, and institutional investors in complex financial transactions, and 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.

• Transactional Practice (Structured Finance) Represent many of the largest Indenture Trustees and Loan Agents in billions of dollars of transactions involving collateralized loan obligations (CLO), residential mortgage-backed securities (RMBS), corporate and public finance transactions, and other alternative structures
• Transactional Practice (Leveraged Finance) Represent banks and other financial institutions acting as Administrative Agents and as Lenders in syndicated loans involving fund finance and corporate and municipal debt
• Venator Material PLC Represented Wilmington Trust Company as indenture trustee for holders of senior secured notes in connection with bankruptcy and reorganization of a leading global chemical company
• Lehman Brothers Holdings, Inc. Represent 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, including derivatives, CDO, RMBS, corporate, and municipal debt, including both US transactions and transactions involving Lehman’s foreign affiliates
• BlackRock vs. Wells Fargo Represented indenture trustee on numerous RMBS trusts entitled to claims in connection with the settlement of case
• 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, make whole premiums totaling more than $200 million, potential violations of Trust Indenture Act, value of Net Operating Losses (NOLs), and a contested plan of reorganization.
• Cloud Peak Energy. Represented Wilmington Trust Company, as Indenture Trustee for the Second Lien Senior Secured Notes, in connection with the bankruptcy filing of Cloud Peak Energy, a coal mining company whose primary assets were three coal mines located in the Powder River Basin of Wyoming and Montana. Cloud Peak Energy mined low sulfur, subbituminous coal and sold substantially all its assets to the Navajo Transitional Energy Company to emerge from bankruptcy.
• Pacific Drilling S.A. Represented Wilmington Trust Company, as Indenture Trustee for the First Lien Notes, in connection with the bankruptcy filing of Pacific Drilling S.A., an offshore ultra-deepwater drilling contractor with operations around the globe.
• 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 intercreditor 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.

/Looking ahead

As lenders and investors prepare for a “soft landing,” credit tightens and the risk of default increases. I am focused on helping our clients navigate through this volatile economic environment, while mitigating the risks that these challenging conditions bring.