应对私人信贷市场的混乱

Navigating Disruption in thePrivate Credit Market An expert Q&A on structural and legal risks highlighted by recent disruption in the private creditmarket, including liquidity mismatches inherent in certain business development company (BDC) GABRIEL YOMI DABIRI CYNTHIA WEISS PARTNER PARTNER SQUIRE PATTON BOGGS (US) LLP SQUIRE PATTON BOGGS (US) LLP Gabriel is the global head of the firm’s privatecredit and direct lending practice. He advisesprivate credit funds, direct lenders, private Cynthia specializes in debt financingtransactions, including cash-flow and asset- with borrowers and sponsors across a wide range of industries,with a particular focus on health care, technology, and consumer on complex domestic and cross-border finance transactions.Gabriel has extensive experience structuring and negotiatingcredit facilities across the capital stack, including senior, WHAT DO THE FIRST BRANDS GROUP, TRICOLORHOLDINGS, AND MARKET FINANCIAL SOLUTIONS(MFS) COLLAPSES REVEAL ABOUT PRIVATE CREDIT Reprinted from Practical Law The Journal with Recent high-profile defaults in the private creditmarket and unprecedented redemption pressureon large private credit funds have placed the The recent high-profile collapse of certain borrowersin the private credit market cast a spotlight onconcentration risk across private credit books exposedto auto-adjacent, late-cycle, covenant-lite borrowers public scrutiny for the first time since the industry’sphenomenal rise following the 2008 global financialcrisis. Additionally, JPMorgan’s decision to mark downthe value of collateral on software loans in private creditfinancing facilities, reducing the availability of fundingfor private credit lenders, has also led some observersto question portfolio valuations, particularly if exposedto the software sector. However, rather than signaling an First Brands, one of the largest aftermarket auto partsmanufacturers, filed for Chapter 11 bankruptcy in the USBankruptcy Court for the Southern District of Texas inSeptember 2025. In January 2026, First Brands’ founder,Patrick James, and senior vice president Edward Jameswere criminally indicted in the US District Court for theSouthern District of New York on allegations of lenderfraud exceeding $3 billion, involving fabricated invoices,double- and triple-pledged collateral, and collateral that Practical LawaskedGabriel Yomi DabiriandCynthiaWeissofSquire Patton Boggs (US) LLPto discussthe structural vulnerabilities and legal risks behinddisruptions in the private credit market, and steps that Practical Law The Journal Navigating Disruption in the Private Credit Market OBDC II is structured as a BDC 2.0. In mid-February 2026,in response to investor redemption requests fueledin part by concern about the fund’s concentration insoftware investments, Blue Owl permanently haltedquarterly redemptions for the fund (see What is thesoftware concentration problem? below). Blue Owl optedto sell approximately $600 million in loans at 99.7 centson the dollar to repay a Goldman Sachs revolving facility The enforcement environment resulting from these Raise the diligence standards investors expect „Increase scrutiny by regulators in the US and the UK,both at the point of loan origination and during ongoingcovenant compliance. For example, in the UK, the The cross-border element of these developmentsraises distinct risks for multijurisdictional private creditstructures. The gap between US and UK/EU standardson collateral documentation, enforcement rights, andinvestor disclosure is a source of transaction risk thatrequires coordinated legal advice across jurisdictions.Funds with UK or EU portfolio companies, limited partner(LP) capital from Alternative Investment Fund ManagersDirective (AIFMD)-regulated vehicles, or cross-border BDC 2.0 sponsors and fund managers operating semi-liquid vehicles should review their governing documents,gate provisions, and tender offer mechanics to ensurefamiliarity with the provisions that would come intoplay if faced with redemption pressures. This reviewmay be complex because gate and tender mechanicsare governed by a layered set of documents, including Investors and regulators may push for greater disclosureand transparency for retail-marketed private creditvehicles going forward. Funds considering or pursuingconversion to closed-end or listed structures should WHY DID BLUE OWL’S OBDC II INVESTMENT VEHICLEDRAW MARKET ATTENTION? Blue Owl’s OBDC II is a $1.6 billion BDC marketed to retailinvestors through broker-dealer networks. To understandwhat happened, it is helpful to understand the evolutionof BDCs. A BDC is a type of closed-end investmentcompany created under the Investment Company Act HOW DO BDC 1.0 AND BDC 2.0 STRUCTURESGENERALLY PERFORM IN PERIODS OF MARKET Middle-market private credit loans carry three- to seven-year maturities, are not publicly traded, and, in periods ofmarket stress, have a relatively limited secondary market.The lender’s