Winthrop G. Minot

Retired Partner



  • JD, magna cum laude, Harvard Law School, 1979; Editor of the Harvard Law Review
  • MPA, Harvard University, 1979
  • MA (Politics, Philosophy and Economics), First Class Honors, University of Oxford, 1975
  • AB (Economics), magna cum laude, Harvard College, 1973; Phi Beta Kappa


  • Massachusetts, 1979
  • New York, 2009
  • American Bar Association
  • Boston Bar Association
  • New York City Bar Association
  • Director, Attorneys' Liability Assurance Society (Bermuda) Ltd.
  • Treasurer, Signet Associates
  • Trustee, Mass. Eye & Ear Infirmary
  • American Bankruptcy Institute
  • The Best Lawyers in America (2016-2017)

Winthrop G. Minot

Retired Partner

Win Minot led the firm’s securitization practice and also represented borrowers in other types of senior debt financings, typically in leveraged acquisitions either for private equity sponsors or strategic purchasers. In addition to this finance work, he was actively involved in advising financially distressed entities and holders of their securities on financial and structural issues arising in workouts, restructurings, bankruptcies and reorganizations, as well as issues arising under the various securities laws. He had extensive experience with mergers & acquisitions; general representation of publicly held companies; public and private securities offerings; and international transactions. Win was also a member of the firm’s special situations group, a multi-disciplinary practice focusing on the needs of clients making opportunistic investments in distressed or illiquid assets, as well as the firm’s mergers and acquisitions group. Win practiced out of both our Boston and New York offices.


Win has represented:

  • Dunkin’ Brands, Inc. in its new whole-company securitization in 2015 that involved “recycled” entities. Win had represented Dunkin’ in the first “whole company” securitization in 2006. This involved transferring substantially all of Dunkin’s assets into various securitization vehicles, and also providing a revolving and letter of credit facility in addition to term notes under an indenture. This transactions and its documentation became the basis for subsequent similar transactions with other companies. Following this, he represented Dunkin’ in connection with the take-out of the securitization with a conventional financing, followed by the 2015 whole-company securitization.
  • Noteholders in the EFIH and Momentive bankruptcies, including in connection with claims for make-wholes and intercreditor issues.
  • 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.
  • Selling stockholders in the sale of Applied Extrusion Technologies, Inc. to Taghleef Industries, a non-US buyer headquartered in Dubai.
  • Domino’s Pizza, Inc. in its whole company securitization and subsequent refinancing with a new whole-company securitization. The refinancing also involved moving non-US assets into the securitization.
  • The second-lien noteholders of Satelites Mexicanos, S.A. de C.V. in connection with the issuance by Satmex of notes to fund its prepackaged bankruptcy.
  • Outback Steakhouse in connection with its CMBS financing
  • Other clients in securitizations of accounts receivable, equipment loans, RMBS, CMBS and other assets, as well as notes offerings and other borrowings.
  • Certain noteholders in connection with two restructurings of Houghton Mifflin.
  • 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.
  • First lien lenders to Plastech Engineered Products, Inc. to structure a vehicle to acquire assets acquired by credit bidding that would also be a joint venture with a strategic partner contributing other assets.
  • Third Sector Capital Partners on a pro bono basis in connection with its organization and the Massachusetts “pay for success” social impact bonds aimed at reducing juvenile recidivism


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