Double-Dip Credit Structures: Permissibility, Enforceability, Benefits, Challenges, Risks, Key Loan Covenants
Liability Management Tool for Bolstering Liquidity, Improving Recovery, Decreasing Risks and Preserving Priority for Creditors
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Thursday, May 22, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will discuss double-dip transactions, which are becoming an increasingly popular liability management tool utilized by borrowers to restructure their existing liabilities and bolster liquidity. The panel will explore when double-dip transactions are permitted or restricted under a borrower's existing loan documents and will review the benefits, risks, and challenges associated with these types of transactions.
Mr. Young is chair of the firm’s Bankruptcy and Restructuring Practice Group — a team of more than 50 professionals representing a wide range of stakeholders and industries in a variety of courtroom and boardroom situations. His practice encompasses out-of-court restructuring, distressed lending and M&A, governance of financially stressed and distressed entities, and complex bankruptcy and insolvency proceedings in the U.S. and internationally. Mr. Young advises investors, lenders, noteholders, directors, equity sponsors, and portfolio companies across multiple industries and jurisdictions. He also represents trustees, receivers, and other fiduciaries in reorganizing, restructuring, or liquidating financially distressed entities. When consensus and restructuring are not achievable, Mr. Young's practice also extends to complex litigation, focusing on governance disputes, avoidance, and insolvency-related claims, and secured lending and related intercreditor issues.
Mr. Singer practices in the areas of corporate and commercial law, including finance, financial restructuring, capital recovery, and bankruptcy. He negotiates senior and subordinated financing arrangements and has experience with structuring credit facilities, perfecting finance documentation, and closing secured and lease finance transactions. Mr. Singer regularly represents lenders, lessors, funds, committees, business debtors, guarantors, and creditors in financial workouts, restructurings, distressed-sale transactions, intercreditor disputes, lender liability claims, successor liability issues, and preferential and fraudulent transfer litigation. He has been practicing for over 20 years and regularly advises publicly and privately held companies on corporate governance, debt and equity financings, licensing issues, and risk management. Mr. Singer serves as corporate counsel on behalf of buyers and sellers and venture capitalists in complex merger, acquisition, divestiture, and joint-venture transactions.
A double-dip transaction is a liability management tool that allows a lender to make a single loan with multiple claims against a borrower group, which could improve the lender's position relative to other creditors in a bankruptcy or liquidation. The key difference between double-dip transactions and other liability management techniques, such as uptiers and drop-downs, is that with a double dip new-money creditors maximize their recoveries by creating new claims throughout the borrower's corporate and capital structure.
Double-dip structures are multi-phase financing transactions that come in two forms, either basic or pari-plus. A basic or true double dip allows lenders to work within existing covenants and baskets to provide a secured loan to a borrower, who then uses the proceeds to provide an intercompany loan to an affiliated entity. In a pari plus transaction, a company raises new capital, secured by both an intercompany loan and a guarantee from entities outside the existing credit group, rather than from within it, potentially enhancing the recovery position of the new lenders.
A double-dip transaction is a useful financing tool, but it can only occur if the provisions of the underlying loan documentation are flexible enough to permit it. Thus, it is essential that counsel for lenders and borrowers understand the implications of various loan provisions when determining what kind of future liability management transactions are available or permissible.
Listen as our expert panel examines the characteristics and features of double-dip transactions and provides guidance for utilizing this financing strategy.
I. Background: what is a double-dip transaction?
II. Key characteristics and features of double-dip financing
III. Types of double-dip transactions
A. Basic or true double dip
B. Pari-plus
IV. Double dip vs. other types of liability management techniques
V. Determining permissibility of a double-dip transaction under a borrower's existing loan facility
VI. Key considerations when negotiating and structuring the double-dip transaction
VII. Benefits, challenges, and risks with the double-dip claims/structure
VIII. Recent examples of double-dip transactions
IX. Practitioner pointers and key takeaways
The panel will review these and other key considerations:
- What is double-dip financing and what are the key characteristics of these transactions?
- What are the two basic types of double-dip transactions and how are they structured?
- What are key loan provisions to consider when reviewing existing loan documents or negotiating new credit facilities in contemplation of a double-dip transaction?
- How do double-dip transactions compare to uptier and drop-down transactions and can they be used alongside these other forms of liability management exercises?
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