Contractual Responses to Double Dip Transactions

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The Wharton School::Wharton Undergraduate Research::Wharton Research Scholars
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Law
Finance and Financial Management
Subject
restructuring
double dip
liability management
debt contracting
leveraged loan
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2024
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Pan, Audrey
Contributor
Buccola, Vincent S.J.
Zaring, David
Abstract

The rise of aggressive priming recapitalizations over the past decade has redefined corporate restructuring. Early innovations, such as dropdowns and uptiers, enabled distressed borrowers to raise capital and extend maturities by subordinating senior creditors, sometimes causing significant losses. In response, creditors demanded tighter covenants at origination, triggering measurable contractual changes that increased the difficulty of effectuating priming transactions. In May 2023, At Home Group’s recapitalization introduced a new priming structure — the double dip; if applied aggressively, it can produce similar economics as dropdowns and uptiers. The double dip has since been featured in a number of well-reported transactions. However, it has not yet been deployed to redistribute value to the full extent that the structure allows. This paper evaluates whether the primary loan market has responded to the emergence of double dips. We analyze loan agreements issued between January 2023 and May 2024 for covenant changes that can restrict borrowers’ ability to effectuate these transactions. Contrary to expectations drawn from prior restructuring innovations, we find no statistically significant contractual changes in response to double dips. This muted result can reflect either a delay in the timing of market adjustments or a fundamental lack of reactivity in loan contracts to emerging risks until damage is realized.

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2024
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