Win Minot




Win Minot recently retired as a partner in the Corporate Department of Ropes & Gray, LLP, an international law firm of over 1,200 lawyers, because he had reached its mandatory retirement age (65). He had practiced at Ropes since his graduation from Harvard Law School in 1979, becoming a partner in 1987.

Win’s 37 years at Ropes had him involved in many different practices groups under the “corporate” umbrella. He started and ended in the Finance Group, where he headed the securitization practice and was a leader of the team that represented Dunkin’ Brands in the first “whole company securitization” done in the US. He was involved in many complex areas and was known for his ability to understand and document new and complicated business and financial situations and products. He also was involved in public company work, taking companies public and advising boards of directors and management in financing, control and other corporate transactions as well as disclosure matters. He did a considerable amount of work in the mergers and acquisitions area, representing buyers and sellers who were both strategic and financial actors and accommodating their tax and business goals. His general familiarity with the entire corporate side of practice and advice and complex situations led him to devote considerable time to the firm’s Bankruptcy and Business Restructuring Group. There he was involved in many innovative transactions, including the representation of:

• A group of noteholders of Edison Mission Energy in connection with EME’s bankruptcy, negotiations with EME’s parent, EME’s sale of assets for consideration that included publicly-traded common stock of the acquiror, and tax structuring so as to maximize the value of net operating loss carryforwards to the noteholders.

• The second-lien noteholders of Satelites Mexicanos, S.A. de C.V. in connection with the issuance by Satmex of notes, prior to the effectiveness of its plan, to fund its prepackaged bankruptcy.

• Holders of obligations in two multi-billion-dollar SIVs in foreclosing on the assets and reorganizing into new investment vehicles.

• Certain project-level creditors in the Calpine Corporation bankruptcy in structuring a new vehicle to hold two plants following their acquisition by foreclosure and then effecting a leveraged recapitalization of these assets and, several years later, their sale.

• First lien lenders to Plastech Engineered Products, Inc. to structure a vehicle to acquire assets by credit bidding that would also be a joint venture with a strategic partner contributing other assets.

On a pro bono basis, Win represented Third Sector Capital Partners in connection with its organization and the Massachusetts “pay for success” social impact bonds aimed at reducing juvenile recidivism.

Win was a member of the Board of Directors of Attorneys’ Liability Assurance Society and chaired its Investment Committee for several years. He has also served on the boards of several nonprofit institutions.

Win is looking for situations where he could serve on a board or otherwise help out people and entities who find themselves in novel or difficult situations in the corporate or restructuring areas, not limited to the legal arena.

Win received his A.B. from Harvard College in 1973, magna cum laude in Economics, where he was also a member of Phi Beta Kappa. His undergraduate thesis was published by Oxford Economic Papers. He received his M.A. from Oxford University (England) in Politics, Philosophy and Economics with First Class Honours, where he won the George Webb Medley Senior Prize in Economics. He then graduated in 1979 from a joint program between Harvard’s Kennedy School of Government (M.P.A) and Law School (J.D. magna cum laude, member of the winning team for the Ames Upper Level Moot Court Competition and an Editor of the Harvard Law Review).

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