Events of Default: A Strategic Guide for Lenders and Borrowers
This article examines the corporate credit default framework, detailing the critical distinction between technical and material breaches for lenders and borrowers.
Date:
January 5, 2026
Category:
Bankruptcy & Receivership



Distressed exchanges now account for 64% of all corporate defaults, according to Moody's data from the first half of 2025.
This represents the highest share on record since tracking began in the 1980s.
The traditional default playbook has inverted. Where payment failures once dominated restructuring activity, technical covenant breaches and liability management exercises now define how distressed situations unfold.
With over 91% of outstanding leveraged loans structured as covenant-lite and a $3 trillion maturity wall looming through 2027, the mechanics of how defaults are identified, classified, and resolved have become critical knowledge for every participant in the corporate credit market.
For borrowers, understanding when a breach becomes an event of default (and what options exist before that threshold) can mean the difference between a negotiated solution and a forced liquidation.
For lenders, the distinction between technical and material defaults shapes enforcement strategy, recovery expectations, and the leverage available in workout negotiations.
This guide examines the events of default framework in corporate credit agreements, the critical distinction between technical and material breaches, and the strategic considerations that should guide both lenders and borrowers when a loan is in breach.
The Current Default Landscape
The corporate default environment in 2025-2026 presents a paradox.
Traditional payment default rates remain historically low, yet stress indicators suggest far more widespread distress than headline figures reveal.
Moody's projects U.S. speculative-grade defaults at 3.8% by year-end 2025, with a forecast range extending to 8.3% under pessimistic scenarios through October 2026. The U.S. leveraged loan default rate stood at 5.9% over the trailing 12 months as of September 2025.
S&P Global recorded 145 global corporate defaults in 2024, with the U.S. speculative-grade default rate at 5.1% and a 2025 base-case projection of 3.50%.
These figures obscure the true picture of corporate distress. When defaults are measured to include distressed exchanges and liability management exercises, the combined rate for leveraged loans approaches 4%.
The gap between traditional payment defaults (hovering near 1.25%) and this broader measure reveals that companies are managing stress through negotiated modifications rather than formal failures.
Private credit shows a similar trend. The Proskauer Private Credit Default Index reported 1.84% for Q3 2025 across 705 loans representing $141 billion in principal.
However, this figure uses the broadest definition, including financial covenant defaults and material covenant breaches. Payment defaults alone account for approximately 1.2%. Lincoln International's analysis of PIK (payment-in-kind) interest utilization suggests a "shadow default rate" of approximately 6%, more than double the 2021 level.
The maturity wall amplifies these pressures. Approximately $2 trillion in corporate debt matured in 2025, with nearly $3 trillion projected to mature in 2026. Heavy refinancing activity has pushed near-term leveraged loan maturities from $195 billion to $59 billion, but this merely shifts the problem: $301 billion in leveraged loans now mature in 2028, with 37% from B-minus-rated borrowers.
What Constitutes an Event of Default
Credit agreements typically contain 10-12 standard categories of events of default, each with distinct structures, cure rights, and consequences. Understanding this taxonomy is essential for both identifying when a default has occurred and assessing the severity of any breach.
Payment defaults constitute the most fundamental category and are treated most strictly. Principal payment failures typically trigger immediate events of default with no grace period, or at most one to three business days for administrative errors. Interest and fee payment defaults usually carry three to five business-day grace periods after the due date. This hierarchy reflects the greater severity attached to principal non-payment: a borrower that misses principal is in fundamentally different condition than one that pays late due to wire transfer delays.
Financial covenant defaults involve maintenance covenant breaches, typically leverage ratios, interest coverage ratios, or minimum liquidity tests measured quarterly. Unlike payment defaults, financial covenant violations result in immediate events of default with no cure period. However, equity cure mechanisms (discussed below) provide an alternative remedy that has become nearly universal in sponsor-backed transactions.
Representation and warranty breaches trigger defaults when any representation proves false in any material respect at the time it is made. Unlike most other defaults, rep breaches generally cannot be cured because the statement was untrue as a historical fact. The materiality qualifier is critical: minor inaccuracies typically do not trigger defaults, but material misstatements about financial condition, legal compliance, or collateral status can constitute immediate events of default.
Cross-default provisions trigger events of default under one credit agreement when the borrower defaults under another debt agreement, regardless of whether the other lender has accelerated. Threshold amounts (typically $25-75 million in leveraged loans) prevent trivial defaults from cascading across facilities. The distinction between cross-default (triggered by mere default) and cross-acceleration (triggered only when other debt is actually accelerated) materially affects risk exposure.
Bankruptcy and insolvency defaults distinguish between voluntary and involuntary proceedings. Voluntary bankruptcy filings, general assignments for creditors, or admissions of inability to pay debts trigger immediate automatic events of default requiring no notice or lender action. Involuntary bankruptcy petitions typically carry 60-day grace periods during which borrowers may seek dismissal before an event of default matures.
Change of control provisions typically include an ownership prong (acquisition of more than 50% of voting equity) and a board control prong (change in majority of directors not approved by the existing board). In U.S. markets, a change of control constitutes an event of default requiring lender action to accelerate, while European markets often treat it as an immediate mandatory prepayment trigger.
Judgment defaults require unpaid final judgments exceeding specified thresholds (typically $1 million to $25 million, depending on deal size) that remain unsatisfied for 30-60 days. Material Adverse Change (MAC) clauses, while common, face significant enforceability challenges: courts have held that changes must "substantially threaten the overall earnings potential" in a "durationally significant manner" to constitute a MAC. In practice, lenders remain reluctant to accelerate solely based on MAC clauses due to enforcement uncertainty.
Technical Versus Material Defaults
The distinction between technical and material defaults shapes enforcement decisions, liability exposure, and negotiating leverage. Understanding this distinction requires examining both the legal framework and practical implications.
Technical defaults involve violations of non-monetary covenant terms that do not directly impair the lender's economic position or collateral.
Examples include late delivery of financial statements, failure to provide required notices, minor insurance lapses, or breaches of administrative covenants. These defaults often trigger cure periods of 30-45 days and rarely justify acceleration on their own.
Material defaults go to the essence of the lending relationship. Payment defaults, significant financial covenant breaches, fraud, and insolvency-related events all constitute material defaults that directly threaten the lender's recovery. These defaults typically carry shorter or no cure periods and provide clear grounds for acceleration and enforcement.
The legal significance of this distinction appears in multiple contexts.
Courts scrutinize lender enforcement actions more carefully when the underlying default is technical rather than material. UCC Section 1-304 requires "good faith in performance or enforcement" of every contract, defined as "honesty in fact and the observance of reasonable commercial standards of fair dealing." The seminal K.M.C. Co. v. Irving Trust decision held lenders liable for bad faith termination of credit lines without notice, though subsequent jurisdictions have split on applying this standard.
The covenant-lite revolution has fundamentally altered default dynamics. With over 91% of outstanding U.S. leveraged loans now covenant-lite (up from roughly 20% in 2007), traditional early warning mechanisms have eroded. Covenant-lite structures contain only incurrence covenants, tested only when borrowers take specific actions, such as paying dividends, incurring additional debt, or making acquisitions. Financial maintenance covenants that would create quarterly testing (and potential technical defaults) are absent.
This shift means defaults now occur later in the deterioration cycle, when problems are more severe.
According to S&P data, among companies that executed liability management exercises, 33% subsequently filed for bankruptcy, 56% either re-defaulted or are currently rated CCC+ or lower, and only 10% repaid in full or achieved B-minus or better ratings without re-defaulting. The absence of technical defaults as early warning systems contributes to worse outcomes when problems finally surface.
Cure Periods and Grace Periods
Cure period structures follow distinct patterns based on the nature of the default and the type of credit instrument. These timelines determine how much runway borrowers have to address problems before events of default mature.
Default Type | Bank Loans | High-Yield Bonds | Private Credit |
Principal payment | 0-5 days | No grace period | 3-5 days |
Interest payment | 3-5 business days | 30 days | 3-5 business days |
Financial covenant | No grace (equity cure available) | N/A (incurrence only) | No grace (equity cure available) |
Reporting violations | 30 days | 60-90 days | 30 days |
Other covenant breaches | 30-45 days after notice | 60-90 days | 30 days |
Equity cure mechanisms deserve special attention. These provisions allow sponsors to inject capital to retroactively satisfy financial covenant breaches, with proceeds either applied to prepay debt (reducing leverage) or deemed to increase EBITDA. Key limitations include frequency caps of four to five cures maximum over facility life, prohibition on consecutive quarter cures in U.S. markets, and cure periods of 10-15 business days after compliance certificate delivery. According to Proskauer's analysis, equity cures must be exercised before the relevant cure deadline expires, and sponsors typically have discretion over whether to exercise available cures.
The distinction between "default" and "event of default" is critical.
A default is a breach that has not yet matured: it triggers notice obligations and cure periods but does not permit acceleration.
An event of default is a matured breach with all notice and cure requirements satisfied: it triggers the full range of lender remedies.
Many credit agreements use "continuing" language that permits curing certain defaults (such as payment failures) even after the event of default has technically occurred, absent a formal waiver.
Automatic vs. notice-required defaults create an important procedural distinction. Bankruptcy and insolvency filings, financial covenant violations, and cross-acceleration typically trigger automatic default events. Interest and fee payment defaults, affirmative covenant breaches, representation breaches, and MAC defaults typically require notice before cure periods commence. Understanding this distinction affects timing calculations for both borrowers and lenders.
The Default Timeline: From Breach to Enforcement
The journey from covenant breach to enforcement proceeds through well-defined stages, though timing varies significantly based on lender strategy, borrower cooperation, and agreement terms.
Stage 1: Breach identification. The process begins when either the borrower discovers a potential breach or the lender identifies one through financial statement review, compliance certificate analysis, or external information. Borrowers typically have notice obligations requiring disclosure within three to ten business days of discovering a default. Failure to provide the required notice can, in itself, constitute a separate event of default.
Stage 2: Notice and cure period. If the default is subject to cure rights, the notice period commences upon the lender's delivery of written notice. Cure periods run according to the timelines described above. During this period, borrowers can remedy the breach, negotiate waivers or forbearance, or prepare for potential acceleration. Lenders typically send reservation of rights letters preserving their remedies while negotiations proceed.
Stage 3: Event of default maturation. Upon expiration of any applicable cure period without cure, the default matures into an event of default. At this point, remedies become available to lenders, though most require affirmative action rather than automatic application.
Stage 4: Lender response. Lenders must determine their course of action: waive the default, enter forbearance while negotiating a workout, or proceed to enforcement. In syndicated facilities, the administrative agent coordinates lender communication and voting. Standard voting thresholds require 51% of outstanding commitments (some agreements use 66⅔%) to accelerate. Individual lenders cannot accelerate independently.
Stage 5: Acceleration. If required, lenders vote to accelerate, and the administrative agent delivers a formal acceleration notice. Upon acceleration, all outstanding principal and accrued interest become immediately due and payable. Default interest (typically 2% above the applicable rate) begins accruing if not already applied.
Stage 6: Enforcement. Post-acceleration, lenders may pursue available remedies, including demanding immediate repayment, exercising rights against collateral, commencing an Article 9 disposition after providing “reasonable authenticated notification” (in non-consumer transactions, 10+ days’ notice is deemed reasonable under UCC § 9-612,) credit bidding at foreclosure sales, suing for payment, or seeking receiver appointment. The UCC foreclosure timeline can proceed in as little as 30-45 days for non-consumer transactions.
(For a comprehensive examination of UCC foreclosure remedies and lender/borrower considerations, see our detailed analysis on UCC Foreclosure Remedies.)
Cross-Default Cascade Risk
Cross-default provisions create interconnected risk that can cascade across a borrower's entire debt structure.
A single technical default at a single facility can trigger events of default across all facilities simultaneously, creating a "domino effect" that intensifies liquidity crises.
The distinction between cross-default and cross-acceleration materially affects this risk:
Feature | Cross-Default | Cross-Acceleration |
Trigger | Default occurs under another agreement | Debt under another agreement actually accelerated |
Timing | Upon mere default (or right to accelerate) | Only upon affirmative acceleration action |
Protection for | Lenders (earlier warning) | Borrowers (buffer period) |
Market prevalence | More common in leveraged finance | More common in bonds, investment-grade facilities |
Threshold amounts prevent minor defaults from cascading. Market practice shows thresholds ranging from $1 million to $60+ million, depending on deal size.
ISDA agreements often use 2-3% of shareholders' equity. Standard exclusions typically cover indebtedness under the same agreement, swap contracts, disputed debt contested in good faith, trade payables, and debt repaid within applicable grace periods.
Managing cross-default risk requires mapping all existing debt facilities, identifying cross-default provisions and thresholds across all documents, and maintaining communication with all creditor constituencies.
When a default becomes likely under any facility, borrowers must immediately assess cascade exposure and potentially seek simultaneous waivers or forbearance across multiple credit groups.
Borrower Response Strategy
Borrowers facing potential or actual defaults must act quickly and strategically. The decisions made in the early stages of distress often determine whether a workout succeeds or enforcement proceeds.
Immediate steps upon identifying a potential default:
Review all loan documents. Identify the specific covenant breached, applicable cure periods, notice requirements, cross-default provisions, and equity cure availability. This review should include intercreditor agreements, security documents, and guaranty agreements.
Assess the situation honestly. Determine whether the breach is technical (curable with minor action) or indicative of fundamental business problems. Lenders respond differently to temporary administrative failures than to deteriorating financial performance.
Communicate proactively with lenders. Restructuring professionals consistently emphasize that advance notice and honest assessment are keys to developing the trust necessary for workout success. Lenders who learn of problems from borrowers directly are more likely to negotiate than those who discover them through covenant compliance failures.
Understand restricted activities. While a default exists (even before maturation into an event of default), many routine business activities may be prohibited. Asset dispositions, investments, dividends, and certain capital expenditures typically require lender consent during default periods. Violating these restrictions creates additional defaults.
Engage advisors early. Restructuring counsel and financial advisors provide critical expertise in navigating workout negotiations. Early engagement preserves optionality that disappears as situations deteriorate.
Fiduciary considerations for directors and officers:
The Gheewalla decision (Delaware Supreme Court, 2007) clarified that directors' fiduciary duties do not "shift" to creditors upon insolvency. Rather, duties continue to run to the corporation, but the beneficiaries of that duty expand to include creditors as residual claimants. Upon actual insolvency (not merely the "zone of insolvency"), creditors gain derivative standing to sue for breaches of fiduciary duty.
Delaware courts commonly assess insolvency under two principal tests:
a balance-sheet test (liabilities exceed the fair value of assets)
a cash-flow test (inability to pay debts as they come due).
Concepts such as “unreasonably small capital” can be relevant in distress analyses (often in fraudulent transfer or similar contexts), but they are not typically treated as a separate Delaware fiduciary-duty “insolvency test.”
Directors approaching insolvency should document decision-making carefully, consider creditor interests alongside shareholder interests, and avoid transactions that benefit insiders at the expense of creditors.
Lender Assessment and Response
Lenders confronting borrower defaults must balance enforcement rights against relationship preservation and recovery optimization.
The assessment framework should address both immediate tactical decisions and longer-term strategic positioning.
Initial assessment upon learning of default:
Verify the default. Confirm that a breach has actually occurred by reviewing the relevant covenant language, applicable definitions, and any materiality qualifiers. Financial covenant calculations in particular often involve complex definitional issues that can affect whether a technical breach has occurred.
Issue a reservation of rights notice immediately. This notice should identify the specific provisions breached, state that the lender reserves all rights and remedies, confirm that no waiver or forbearance is intended, and request enhanced reporting. Failure to act promptly can create arguments about waiver through the course of conduct.
Update collateral diligence. Order current appraisals, title searches, and environmental assessments for real property collateral. Verify UCC filing currency and accuracy. Assess whether collateral values support current exposure or have deteriorated.
Coordinate with agent and other lenders. In syndicated facilities, communicate with the administrative agent and assess lender group composition. Determine whether lender positions have traded to distressed investors with different economic incentives.
Decision framework: waiver versus forbearance versus enforcement:
Factor | Favors Waiver/Forbearance | Favors Enforcement |
Default type | Technical, administrative | Payment, material covenant |
Business outlook | Temporary stress, viable operations | Fundamental deterioration |
Borrower cooperation | Proactive communication, realistic plans | Evasive, unrealistic projections |
Collateral coverage | Fully secured, stable values | Underwater, deteriorating |
Sponsor support | Willing to inject equity | Unwilling or unable |
Cross-default exposure | Limited, manageable | Extensive cascade risk |
Relationship value | Long-term profitable relationship | Transactional, limited upside |
Forbearance structures provide a middle ground between waiver (which relinquishes rights) and enforcement (which destroys the relationship and may yield lower recovery).
Standard forbearance periods run 30-90 days, with standstill fees typically ranging from 25-40 basis points of total commitments. Conditions during forbearance typically include enhanced reporting (weekly cash flows, 13-week projections), professional requirements (CRO appointment, financial advisor engagement), operational restrictions (cash dominion, capex limits), and milestone requirements. Critically, forbearance agreements include reservation of rights provisions that preserve, rather than relinquish, enforcement leverage.
Standard waivers require 51% of outstanding loans and commitments, though certain "sacred rights" require unanimous consent: reducing principal or forgiving debt, reducing interest rates, extending maturity dates, releasing all or substantially all collateral, and changing the Required Lenders definition. Waiver fees typically range from 10 to 25 basis points for straightforward waivers.
Private credit lenders demonstrate particular flexibility in workout situations. According to Lincoln International data, lenders waived or remedied breaches with covenant holidays in over 80% of cases. Approximately 35% of amendments required sponsor equity contributions. This pattern reflects the relationship-oriented nature of direct lending and the efficiency advantages of bilateral negotiation over syndicate coordination.
Industry-Specific Default Considerations
Cannabis: Federal Bankruptcy Exclusion
The cannabis industry confronts a $6 billion debt maturity wall, with $1.83 billion from publicly traded multi-state operators maturing by 2026.
Because marijuana remains a Schedule I controlled substance under federal law, cannabis companies cannot access federal bankruptcy protection. U.S. bankruptcy courts routinely dismiss cases involving plant-touching businesses.
This exclusion fundamentally shapes how defaults proceed in the cannabis sector. Secured lenders cannot rely on bankruptcy's automatic stay, cramdown provisions, or discharge mechanisms. Instead, enforcement options include state court receivership, assignment for the benefit of creditors, and UCC Article 9 foreclosure. Cannabis credit agreements often include pre-approved receivership structures enabling rapid lender control upon default.
Cannabis-specific covenant structures address unique regulatory requirements. License maintenance covenants require immediate notice of government communications regarding cannabis operations. Modified "compliance with laws" provisions carve out federal cannabis law non-compliance where states have agreed to forego enforcement. Breach of licensing covenants typically constitutes an immediate event of default without a cure period.
Notable 2024-2025 cannabis receiverships include MedMen (California, $411 million liabilities), StateHouse, and Blue Arrow (Missouri, $22 million default). The pattern demonstrates that lenders are actively enforcing against defaulted cannabis credits through state-law mechanisms.
Commercial Real Estate: Elevated Distress and Extend-and-Pretend Dynamics
The commercial real estate sector exhibits the most severe distress in the current cycle, with distinct default dynamics driven by property type and capital structure.
Overall, CMBS delinquency reached 7.30% at year-end 2025 (Trepp data). Office CMBS delinquency exceeded 11.5% in late 2025, surpassing the Financial Crisis peak of 10.70%.
The office special servicing rate reached 17.30% in November 2025, a 25-year high. Multifamily CMBS delinquency hit 7%, a 10-year high.
CRE loan structures create particular covenant pressure. 61.9% of CRE CLO loans were operating below 1.00x DSCR (net cash flow) as of December 2024. Approximately $115 billion in loans maturing by the end of 2026 have in-place DSCR below 1.20x. 64-65% of CRE CLO loans are past their maturity dates, reflecting widespread maturity extensions.
Extend-and-pretend dynamics dominate CRE workouts. Loan modifications surged from $21.1 billion (March 2024) to $39.3 billion (March 2025), an 86% increase. Small banks saw a 217% spike in CRE loan modifications.
These modifications typically extend maturities one to three years while borrowers hope for rate decreases and valuation recovery. However, 82% of newly delinquent CMBS loans in April 2024 were maturity defaults, indicating that extension strategies merely delay reckoning for fundamentally underwater properties.
Commercial Finance and Fintech
Merchant cash advance (MCA) and alternative lending platforms face default dynamics far removed from traditional corporate credit.
MCA default rates range from 7-12% under normal conditions, with industry discussions citing "mid-teens" as a realistic portfolio performance range. COVID-era defaults reached 70-85% for some lenders.
The MCA structure creates unique default mechanics. MCAs technically purchase future receivables rather than extend loans, though courts increasingly scrutinize this characterization. Daily or weekly remittance structures mean defaults manifest quickly through missed ACH pulls rather than quarterly covenant tests. Personal guarantees and confessions of judgment (where legally enforceable) accelerate collection timelines.
The CFPB's January 2025 Buy Now Pay Later (BNPL) report found 42% late payment rates (up from 34% in 2023), with 63% of borrowers originating multiple simultaneous loans. This "stacking" phenomenon, where borrowers take advances from multiple funders secured by the same revenue streams, creates complex priority disputes when defaults occur.
Platform-level distress in fintech lending creates additional complexity. When the platform itself faces financial difficulty (as occurred with Synapse in 2024), borrower-level defaults interact with fund-level covenant breaches in warehouse facilities, creating multi-layered distress situations requiring sophisticated workout strategies.
Strategic Considerations for Both Parties
Effective default navigation requires understanding the leverage dynamics that shape workout negotiations.
Distressed debt trading affects borrower-lender dynamics. When original relationship lenders sell positions to distressed debt investors, borrower leverage often decreases. Distressed buyers acquire loans at discounts and may prefer enforcement over modification if the liquidation value exceeds the purchase price. Conversely, distressed buyers sometimes provide more creative solutions because they are not constrained by regulatory capital treatment or relationship considerations that affect bank lenders.
Market conditions affect leverage. In borrower-friendly markets with ample refinancing options, lenders may accept modifications to preserve relationships. In tight credit markets, lenders hold stronger positions because borrowers lack alternatives. Current conditions (late 2025 into 2026) show bifurcation: stronger credits find receptive refinancing markets with spreads at post-GFC lows, while weaker credits face closed doors.
Recovery expectations shape lender behavior. First-lien recovery rates averaged 39% in 2024, down from 51% in 2023 and 76% in 2022 (Fitch data). These declining recoveries make lenders more cautious about enforcement and potentially more receptive to modifications that preserve going-concern value. Out-of-court restructurings historically yield average recovery rates of 79% compared to 48% for bankruptcies lasting one to three years (S&P LossStats data).
Documentation leverage matters. The Serta Simmons decision (5th Circuit, December 2024) fundamentally reshaped the dynamics of liability management transactions. The court held that an "uptier" transaction violated credit agreement prohibitions on non-pro rata treatment. The same day, Mitel Networks (New York Appellate Division) upheld a similar transaction because different contractual language permitted purchasing loans "at any time" without restriction. Precise documentation language now determines whether aggressive creditor tactics will succeed.
Conclusion
Events of default provisions establish the enforcement backbone of corporate credit agreements, but the distinction between technical and material defaults increasingly determines how distressed situations resolve. With over 90% of leveraged loans now covenant-lite, traditional early warning mechanisms have eroded, pushing distress recognition later in the deterioration cycle when problems are more severe.
The current market reveals a clear pattern: technical defaults and covenant breaches are overwhelmingly resolved through negotiation rather than enforcement. Distressed exchanges account for nearly two-thirds of restructuring activity. Private credit lenders waive or remedy breaches in over 80% of cases. This preference for modification over enforcement reflects economic reality: out-of-court resolutions yield substantially higher recovery rates than contested bankruptcies.
The $3 trillion maturity wall through 2027, combined with sector-specific distress in commercial real estate, cannabis, and consumer-facing industries, ensures that default navigation will remain a critical expertise for the foreseeable future.
Understanding the mechanics, exercising cure rights effectively, and positioning for productive workout negotiations can mean the difference between business survival and forced liquidation.
If you need assistance with covenant compliance issues, workout negotiations, forbearance agreements, or enforcement strategy for distressed credits, please contact Brightpoint to schedule a consultation.
Sources
Moody's Investors Service, "Credit Strategy US Credit Review & Outlook" (July 2025): https://www.moodys.com/web/en/us/insights/resources/us-report-july-2025.pdf
S&P Global Ratings, "2024 Annual Global Corporate Default And Rating Transition Study": https://maalot.co.il/Publications/FTS20250331162126.pdf
Proskauer Rose LLP, "Private Credit Default Index Q3 2025": https://www.proskauer.com/report/proskauers-private-credit-default-index-reveals-rate-of-184-for-q3-2025
Lincoln International, "Silent Defaults in Private Credit": https://www.lincolninternational.com/perspectives/articles/silent-defaults-in-private-credit-the-unspoken-struggle/
PitchBook LCD, "2026 US Distressed Credit Outlook": https://pitchbook.com/news/articles/2026-us-distressed-credit-outlook-bifurcation-maturity-wall-promise-busy-year
PitchBook LCD, "Out-of-Court Restructurings Lift Leveraged Loan Recovery Rates": https://pitchbook.com/news/articles/out-of-court-restructurings-lift-leveraged-loan-recovery-rates
FDIC, "Risk Review 2025": https://www.fdic.gov/analysis/2025-risk-review.pdf
Cannabis Law Now, "Cannabis Receiverships Are and Will Be on the Rise" (November 2024): https://www.cannabislawnow.com/2024/11/cannabis-receiverships-are-and-will-be-on-the-rise/
Weekly Real Estate News, "CMBS Delinquency Rate Ends 2025 at 7.30%": https://wrenews.com/cmbs-delinquency-rate-ends-2025-at-7-30/
GlobeSt, "Loan Modifications Nearly Double to $39B as Extend and Pretend Tactics Surge": https://www.globest.com/2025/04/22/loan-modifications-nearly-double-to-39b-as-extend-and-pretend-tactics-surge/
CRED iQ, "CRE CLO Distress Rate Reaches Record High": https://cred-iq.com/blog/2025/01/17/cre-clo-distress-rate-reaches-a-new-record-high-of-13-8-in-december-driven-by-a-180bp-increase-in-special-servicing-transfers/
Distressed exchanges now account for 64% of all corporate defaults, according to Moody's data from the first half of 2025.
This represents the highest share on record since tracking began in the 1980s.
The traditional default playbook has inverted. Where payment failures once dominated restructuring activity, technical covenant breaches and liability management exercises now define how distressed situations unfold.
With over 91% of outstanding leveraged loans structured as covenant-lite and a $3 trillion maturity wall looming through 2027, the mechanics of how defaults are identified, classified, and resolved have become critical knowledge for every participant in the corporate credit market.
For borrowers, understanding when a breach becomes an event of default (and what options exist before that threshold) can mean the difference between a negotiated solution and a forced liquidation.
For lenders, the distinction between technical and material defaults shapes enforcement strategy, recovery expectations, and the leverage available in workout negotiations.
This guide examines the events of default framework in corporate credit agreements, the critical distinction between technical and material breaches, and the strategic considerations that should guide both lenders and borrowers when a loan is in breach.
The Current Default Landscape
The corporate default environment in 2025-2026 presents a paradox.
Traditional payment default rates remain historically low, yet stress indicators suggest far more widespread distress than headline figures reveal.
Moody's projects U.S. speculative-grade defaults at 3.8% by year-end 2025, with a forecast range extending to 8.3% under pessimistic scenarios through October 2026. The U.S. leveraged loan default rate stood at 5.9% over the trailing 12 months as of September 2025.
S&P Global recorded 145 global corporate defaults in 2024, with the U.S. speculative-grade default rate at 5.1% and a 2025 base-case projection of 3.50%.
These figures obscure the true picture of corporate distress. When defaults are measured to include distressed exchanges and liability management exercises, the combined rate for leveraged loans approaches 4%.
The gap between traditional payment defaults (hovering near 1.25%) and this broader measure reveals that companies are managing stress through negotiated modifications rather than formal failures.
Private credit shows a similar trend. The Proskauer Private Credit Default Index reported 1.84% for Q3 2025 across 705 loans representing $141 billion in principal.
However, this figure uses the broadest definition, including financial covenant defaults and material covenant breaches. Payment defaults alone account for approximately 1.2%. Lincoln International's analysis of PIK (payment-in-kind) interest utilization suggests a "shadow default rate" of approximately 6%, more than double the 2021 level.
The maturity wall amplifies these pressures. Approximately $2 trillion in corporate debt matured in 2025, with nearly $3 trillion projected to mature in 2026. Heavy refinancing activity has pushed near-term leveraged loan maturities from $195 billion to $59 billion, but this merely shifts the problem: $301 billion in leveraged loans now mature in 2028, with 37% from B-minus-rated borrowers.
What Constitutes an Event of Default
Credit agreements typically contain 10-12 standard categories of events of default, each with distinct structures, cure rights, and consequences. Understanding this taxonomy is essential for both identifying when a default has occurred and assessing the severity of any breach.
Payment defaults constitute the most fundamental category and are treated most strictly. Principal payment failures typically trigger immediate events of default with no grace period, or at most one to three business days for administrative errors. Interest and fee payment defaults usually carry three to five business-day grace periods after the due date. This hierarchy reflects the greater severity attached to principal non-payment: a borrower that misses principal is in fundamentally different condition than one that pays late due to wire transfer delays.
Financial covenant defaults involve maintenance covenant breaches, typically leverage ratios, interest coverage ratios, or minimum liquidity tests measured quarterly. Unlike payment defaults, financial covenant violations result in immediate events of default with no cure period. However, equity cure mechanisms (discussed below) provide an alternative remedy that has become nearly universal in sponsor-backed transactions.
Representation and warranty breaches trigger defaults when any representation proves false in any material respect at the time it is made. Unlike most other defaults, rep breaches generally cannot be cured because the statement was untrue as a historical fact. The materiality qualifier is critical: minor inaccuracies typically do not trigger defaults, but material misstatements about financial condition, legal compliance, or collateral status can constitute immediate events of default.
Cross-default provisions trigger events of default under one credit agreement when the borrower defaults under another debt agreement, regardless of whether the other lender has accelerated. Threshold amounts (typically $25-75 million in leveraged loans) prevent trivial defaults from cascading across facilities. The distinction between cross-default (triggered by mere default) and cross-acceleration (triggered only when other debt is actually accelerated) materially affects risk exposure.
Bankruptcy and insolvency defaults distinguish between voluntary and involuntary proceedings. Voluntary bankruptcy filings, general assignments for creditors, or admissions of inability to pay debts trigger immediate automatic events of default requiring no notice or lender action. Involuntary bankruptcy petitions typically carry 60-day grace periods during which borrowers may seek dismissal before an event of default matures.
Change of control provisions typically include an ownership prong (acquisition of more than 50% of voting equity) and a board control prong (change in majority of directors not approved by the existing board). In U.S. markets, a change of control constitutes an event of default requiring lender action to accelerate, while European markets often treat it as an immediate mandatory prepayment trigger.
Judgment defaults require unpaid final judgments exceeding specified thresholds (typically $1 million to $25 million, depending on deal size) that remain unsatisfied for 30-60 days. Material Adverse Change (MAC) clauses, while common, face significant enforceability challenges: courts have held that changes must "substantially threaten the overall earnings potential" in a "durationally significant manner" to constitute a MAC. In practice, lenders remain reluctant to accelerate solely based on MAC clauses due to enforcement uncertainty.
Technical Versus Material Defaults
The distinction between technical and material defaults shapes enforcement decisions, liability exposure, and negotiating leverage. Understanding this distinction requires examining both the legal framework and practical implications.
Technical defaults involve violations of non-monetary covenant terms that do not directly impair the lender's economic position or collateral.
Examples include late delivery of financial statements, failure to provide required notices, minor insurance lapses, or breaches of administrative covenants. These defaults often trigger cure periods of 30-45 days and rarely justify acceleration on their own.
Material defaults go to the essence of the lending relationship. Payment defaults, significant financial covenant breaches, fraud, and insolvency-related events all constitute material defaults that directly threaten the lender's recovery. These defaults typically carry shorter or no cure periods and provide clear grounds for acceleration and enforcement.
The legal significance of this distinction appears in multiple contexts.
Courts scrutinize lender enforcement actions more carefully when the underlying default is technical rather than material. UCC Section 1-304 requires "good faith in performance or enforcement" of every contract, defined as "honesty in fact and the observance of reasonable commercial standards of fair dealing." The seminal K.M.C. Co. v. Irving Trust decision held lenders liable for bad faith termination of credit lines without notice, though subsequent jurisdictions have split on applying this standard.
The covenant-lite revolution has fundamentally altered default dynamics. With over 91% of outstanding U.S. leveraged loans now covenant-lite (up from roughly 20% in 2007), traditional early warning mechanisms have eroded. Covenant-lite structures contain only incurrence covenants, tested only when borrowers take specific actions, such as paying dividends, incurring additional debt, or making acquisitions. Financial maintenance covenants that would create quarterly testing (and potential technical defaults) are absent.
This shift means defaults now occur later in the deterioration cycle, when problems are more severe.
According to S&P data, among companies that executed liability management exercises, 33% subsequently filed for bankruptcy, 56% either re-defaulted or are currently rated CCC+ or lower, and only 10% repaid in full or achieved B-minus or better ratings without re-defaulting. The absence of technical defaults as early warning systems contributes to worse outcomes when problems finally surface.
Cure Periods and Grace Periods
Cure period structures follow distinct patterns based on the nature of the default and the type of credit instrument. These timelines determine how much runway borrowers have to address problems before events of default mature.
Default Type | Bank Loans | High-Yield Bonds | Private Credit |
Principal payment | 0-5 days | No grace period | 3-5 days |
Interest payment | 3-5 business days | 30 days | 3-5 business days |
Financial covenant | No grace (equity cure available) | N/A (incurrence only) | No grace (equity cure available) |
Reporting violations | 30 days | 60-90 days | 30 days |
Other covenant breaches | 30-45 days after notice | 60-90 days | 30 days |
Equity cure mechanisms deserve special attention. These provisions allow sponsors to inject capital to retroactively satisfy financial covenant breaches, with proceeds either applied to prepay debt (reducing leverage) or deemed to increase EBITDA. Key limitations include frequency caps of four to five cures maximum over facility life, prohibition on consecutive quarter cures in U.S. markets, and cure periods of 10-15 business days after compliance certificate delivery. According to Proskauer's analysis, equity cures must be exercised before the relevant cure deadline expires, and sponsors typically have discretion over whether to exercise available cures.
The distinction between "default" and "event of default" is critical.
A default is a breach that has not yet matured: it triggers notice obligations and cure periods but does not permit acceleration.
An event of default is a matured breach with all notice and cure requirements satisfied: it triggers the full range of lender remedies.
Many credit agreements use "continuing" language that permits curing certain defaults (such as payment failures) even after the event of default has technically occurred, absent a formal waiver.
Automatic vs. notice-required defaults create an important procedural distinction. Bankruptcy and insolvency filings, financial covenant violations, and cross-acceleration typically trigger automatic default events. Interest and fee payment defaults, affirmative covenant breaches, representation breaches, and MAC defaults typically require notice before cure periods commence. Understanding this distinction affects timing calculations for both borrowers and lenders.
The Default Timeline: From Breach to Enforcement
The journey from covenant breach to enforcement proceeds through well-defined stages, though timing varies significantly based on lender strategy, borrower cooperation, and agreement terms.
Stage 1: Breach identification. The process begins when either the borrower discovers a potential breach or the lender identifies one through financial statement review, compliance certificate analysis, or external information. Borrowers typically have notice obligations requiring disclosure within three to ten business days of discovering a default. Failure to provide the required notice can, in itself, constitute a separate event of default.
Stage 2: Notice and cure period. If the default is subject to cure rights, the notice period commences upon the lender's delivery of written notice. Cure periods run according to the timelines described above. During this period, borrowers can remedy the breach, negotiate waivers or forbearance, or prepare for potential acceleration. Lenders typically send reservation of rights letters preserving their remedies while negotiations proceed.
Stage 3: Event of default maturation. Upon expiration of any applicable cure period without cure, the default matures into an event of default. At this point, remedies become available to lenders, though most require affirmative action rather than automatic application.
Stage 4: Lender response. Lenders must determine their course of action: waive the default, enter forbearance while negotiating a workout, or proceed to enforcement. In syndicated facilities, the administrative agent coordinates lender communication and voting. Standard voting thresholds require 51% of outstanding commitments (some agreements use 66⅔%) to accelerate. Individual lenders cannot accelerate independently.
Stage 5: Acceleration. If required, lenders vote to accelerate, and the administrative agent delivers a formal acceleration notice. Upon acceleration, all outstanding principal and accrued interest become immediately due and payable. Default interest (typically 2% above the applicable rate) begins accruing if not already applied.
Stage 6: Enforcement. Post-acceleration, lenders may pursue available remedies, including demanding immediate repayment, exercising rights against collateral, commencing an Article 9 disposition after providing “reasonable authenticated notification” (in non-consumer transactions, 10+ days’ notice is deemed reasonable under UCC § 9-612,) credit bidding at foreclosure sales, suing for payment, or seeking receiver appointment. The UCC foreclosure timeline can proceed in as little as 30-45 days for non-consumer transactions.
(For a comprehensive examination of UCC foreclosure remedies and lender/borrower considerations, see our detailed analysis on UCC Foreclosure Remedies.)
Cross-Default Cascade Risk
Cross-default provisions create interconnected risk that can cascade across a borrower's entire debt structure.
A single technical default at a single facility can trigger events of default across all facilities simultaneously, creating a "domino effect" that intensifies liquidity crises.
The distinction between cross-default and cross-acceleration materially affects this risk:
Feature | Cross-Default | Cross-Acceleration |
Trigger | Default occurs under another agreement | Debt under another agreement actually accelerated |
Timing | Upon mere default (or right to accelerate) | Only upon affirmative acceleration action |
Protection for | Lenders (earlier warning) | Borrowers (buffer period) |
Market prevalence | More common in leveraged finance | More common in bonds, investment-grade facilities |
Threshold amounts prevent minor defaults from cascading. Market practice shows thresholds ranging from $1 million to $60+ million, depending on deal size.
ISDA agreements often use 2-3% of shareholders' equity. Standard exclusions typically cover indebtedness under the same agreement, swap contracts, disputed debt contested in good faith, trade payables, and debt repaid within applicable grace periods.
Managing cross-default risk requires mapping all existing debt facilities, identifying cross-default provisions and thresholds across all documents, and maintaining communication with all creditor constituencies.
When a default becomes likely under any facility, borrowers must immediately assess cascade exposure and potentially seek simultaneous waivers or forbearance across multiple credit groups.
Borrower Response Strategy
Borrowers facing potential or actual defaults must act quickly and strategically. The decisions made in the early stages of distress often determine whether a workout succeeds or enforcement proceeds.
Immediate steps upon identifying a potential default:
Review all loan documents. Identify the specific covenant breached, applicable cure periods, notice requirements, cross-default provisions, and equity cure availability. This review should include intercreditor agreements, security documents, and guaranty agreements.
Assess the situation honestly. Determine whether the breach is technical (curable with minor action) or indicative of fundamental business problems. Lenders respond differently to temporary administrative failures than to deteriorating financial performance.
Communicate proactively with lenders. Restructuring professionals consistently emphasize that advance notice and honest assessment are keys to developing the trust necessary for workout success. Lenders who learn of problems from borrowers directly are more likely to negotiate than those who discover them through covenant compliance failures.
Understand restricted activities. While a default exists (even before maturation into an event of default), many routine business activities may be prohibited. Asset dispositions, investments, dividends, and certain capital expenditures typically require lender consent during default periods. Violating these restrictions creates additional defaults.
Engage advisors early. Restructuring counsel and financial advisors provide critical expertise in navigating workout negotiations. Early engagement preserves optionality that disappears as situations deteriorate.
Fiduciary considerations for directors and officers:
The Gheewalla decision (Delaware Supreme Court, 2007) clarified that directors' fiduciary duties do not "shift" to creditors upon insolvency. Rather, duties continue to run to the corporation, but the beneficiaries of that duty expand to include creditors as residual claimants. Upon actual insolvency (not merely the "zone of insolvency"), creditors gain derivative standing to sue for breaches of fiduciary duty.
Delaware courts commonly assess insolvency under two principal tests:
a balance-sheet test (liabilities exceed the fair value of assets)
a cash-flow test (inability to pay debts as they come due).
Concepts such as “unreasonably small capital” can be relevant in distress analyses (often in fraudulent transfer or similar contexts), but they are not typically treated as a separate Delaware fiduciary-duty “insolvency test.”
Directors approaching insolvency should document decision-making carefully, consider creditor interests alongside shareholder interests, and avoid transactions that benefit insiders at the expense of creditors.
Lender Assessment and Response
Lenders confronting borrower defaults must balance enforcement rights against relationship preservation and recovery optimization.
The assessment framework should address both immediate tactical decisions and longer-term strategic positioning.
Initial assessment upon learning of default:
Verify the default. Confirm that a breach has actually occurred by reviewing the relevant covenant language, applicable definitions, and any materiality qualifiers. Financial covenant calculations in particular often involve complex definitional issues that can affect whether a technical breach has occurred.
Issue a reservation of rights notice immediately. This notice should identify the specific provisions breached, state that the lender reserves all rights and remedies, confirm that no waiver or forbearance is intended, and request enhanced reporting. Failure to act promptly can create arguments about waiver through the course of conduct.
Update collateral diligence. Order current appraisals, title searches, and environmental assessments for real property collateral. Verify UCC filing currency and accuracy. Assess whether collateral values support current exposure or have deteriorated.
Coordinate with agent and other lenders. In syndicated facilities, communicate with the administrative agent and assess lender group composition. Determine whether lender positions have traded to distressed investors with different economic incentives.
Decision framework: waiver versus forbearance versus enforcement:
Factor | Favors Waiver/Forbearance | Favors Enforcement |
Default type | Technical, administrative | Payment, material covenant |
Business outlook | Temporary stress, viable operations | Fundamental deterioration |
Borrower cooperation | Proactive communication, realistic plans | Evasive, unrealistic projections |
Collateral coverage | Fully secured, stable values | Underwater, deteriorating |
Sponsor support | Willing to inject equity | Unwilling or unable |
Cross-default exposure | Limited, manageable | Extensive cascade risk |
Relationship value | Long-term profitable relationship | Transactional, limited upside |
Forbearance structures provide a middle ground between waiver (which relinquishes rights) and enforcement (which destroys the relationship and may yield lower recovery).
Standard forbearance periods run 30-90 days, with standstill fees typically ranging from 25-40 basis points of total commitments. Conditions during forbearance typically include enhanced reporting (weekly cash flows, 13-week projections), professional requirements (CRO appointment, financial advisor engagement), operational restrictions (cash dominion, capex limits), and milestone requirements. Critically, forbearance agreements include reservation of rights provisions that preserve, rather than relinquish, enforcement leverage.
Standard waivers require 51% of outstanding loans and commitments, though certain "sacred rights" require unanimous consent: reducing principal or forgiving debt, reducing interest rates, extending maturity dates, releasing all or substantially all collateral, and changing the Required Lenders definition. Waiver fees typically range from 10 to 25 basis points for straightforward waivers.
Private credit lenders demonstrate particular flexibility in workout situations. According to Lincoln International data, lenders waived or remedied breaches with covenant holidays in over 80% of cases. Approximately 35% of amendments required sponsor equity contributions. This pattern reflects the relationship-oriented nature of direct lending and the efficiency advantages of bilateral negotiation over syndicate coordination.
Industry-Specific Default Considerations
Cannabis: Federal Bankruptcy Exclusion
The cannabis industry confronts a $6 billion debt maturity wall, with $1.83 billion from publicly traded multi-state operators maturing by 2026.
Because marijuana remains a Schedule I controlled substance under federal law, cannabis companies cannot access federal bankruptcy protection. U.S. bankruptcy courts routinely dismiss cases involving plant-touching businesses.
This exclusion fundamentally shapes how defaults proceed in the cannabis sector. Secured lenders cannot rely on bankruptcy's automatic stay, cramdown provisions, or discharge mechanisms. Instead, enforcement options include state court receivership, assignment for the benefit of creditors, and UCC Article 9 foreclosure. Cannabis credit agreements often include pre-approved receivership structures enabling rapid lender control upon default.
Cannabis-specific covenant structures address unique regulatory requirements. License maintenance covenants require immediate notice of government communications regarding cannabis operations. Modified "compliance with laws" provisions carve out federal cannabis law non-compliance where states have agreed to forego enforcement. Breach of licensing covenants typically constitutes an immediate event of default without a cure period.
Notable 2024-2025 cannabis receiverships include MedMen (California, $411 million liabilities), StateHouse, and Blue Arrow (Missouri, $22 million default). The pattern demonstrates that lenders are actively enforcing against defaulted cannabis credits through state-law mechanisms.
Commercial Real Estate: Elevated Distress and Extend-and-Pretend Dynamics
The commercial real estate sector exhibits the most severe distress in the current cycle, with distinct default dynamics driven by property type and capital structure.
Overall, CMBS delinquency reached 7.30% at year-end 2025 (Trepp data). Office CMBS delinquency exceeded 11.5% in late 2025, surpassing the Financial Crisis peak of 10.70%.
The office special servicing rate reached 17.30% in November 2025, a 25-year high. Multifamily CMBS delinquency hit 7%, a 10-year high.
CRE loan structures create particular covenant pressure. 61.9% of CRE CLO loans were operating below 1.00x DSCR (net cash flow) as of December 2024. Approximately $115 billion in loans maturing by the end of 2026 have in-place DSCR below 1.20x. 64-65% of CRE CLO loans are past their maturity dates, reflecting widespread maturity extensions.
Extend-and-pretend dynamics dominate CRE workouts. Loan modifications surged from $21.1 billion (March 2024) to $39.3 billion (March 2025), an 86% increase. Small banks saw a 217% spike in CRE loan modifications.
These modifications typically extend maturities one to three years while borrowers hope for rate decreases and valuation recovery. However, 82% of newly delinquent CMBS loans in April 2024 were maturity defaults, indicating that extension strategies merely delay reckoning for fundamentally underwater properties.
Commercial Finance and Fintech
Merchant cash advance (MCA) and alternative lending platforms face default dynamics far removed from traditional corporate credit.
MCA default rates range from 7-12% under normal conditions, with industry discussions citing "mid-teens" as a realistic portfolio performance range. COVID-era defaults reached 70-85% for some lenders.
The MCA structure creates unique default mechanics. MCAs technically purchase future receivables rather than extend loans, though courts increasingly scrutinize this characterization. Daily or weekly remittance structures mean defaults manifest quickly through missed ACH pulls rather than quarterly covenant tests. Personal guarantees and confessions of judgment (where legally enforceable) accelerate collection timelines.
The CFPB's January 2025 Buy Now Pay Later (BNPL) report found 42% late payment rates (up from 34% in 2023), with 63% of borrowers originating multiple simultaneous loans. This "stacking" phenomenon, where borrowers take advances from multiple funders secured by the same revenue streams, creates complex priority disputes when defaults occur.
Platform-level distress in fintech lending creates additional complexity. When the platform itself faces financial difficulty (as occurred with Synapse in 2024), borrower-level defaults interact with fund-level covenant breaches in warehouse facilities, creating multi-layered distress situations requiring sophisticated workout strategies.
Strategic Considerations for Both Parties
Effective default navigation requires understanding the leverage dynamics that shape workout negotiations.
Distressed debt trading affects borrower-lender dynamics. When original relationship lenders sell positions to distressed debt investors, borrower leverage often decreases. Distressed buyers acquire loans at discounts and may prefer enforcement over modification if the liquidation value exceeds the purchase price. Conversely, distressed buyers sometimes provide more creative solutions because they are not constrained by regulatory capital treatment or relationship considerations that affect bank lenders.
Market conditions affect leverage. In borrower-friendly markets with ample refinancing options, lenders may accept modifications to preserve relationships. In tight credit markets, lenders hold stronger positions because borrowers lack alternatives. Current conditions (late 2025 into 2026) show bifurcation: stronger credits find receptive refinancing markets with spreads at post-GFC lows, while weaker credits face closed doors.
Recovery expectations shape lender behavior. First-lien recovery rates averaged 39% in 2024, down from 51% in 2023 and 76% in 2022 (Fitch data). These declining recoveries make lenders more cautious about enforcement and potentially more receptive to modifications that preserve going-concern value. Out-of-court restructurings historically yield average recovery rates of 79% compared to 48% for bankruptcies lasting one to three years (S&P LossStats data).
Documentation leverage matters. The Serta Simmons decision (5th Circuit, December 2024) fundamentally reshaped the dynamics of liability management transactions. The court held that an "uptier" transaction violated credit agreement prohibitions on non-pro rata treatment. The same day, Mitel Networks (New York Appellate Division) upheld a similar transaction because different contractual language permitted purchasing loans "at any time" without restriction. Precise documentation language now determines whether aggressive creditor tactics will succeed.
Conclusion
Events of default provisions establish the enforcement backbone of corporate credit agreements, but the distinction between technical and material defaults increasingly determines how distressed situations resolve. With over 90% of leveraged loans now covenant-lite, traditional early warning mechanisms have eroded, pushing distress recognition later in the deterioration cycle when problems are more severe.
The current market reveals a clear pattern: technical defaults and covenant breaches are overwhelmingly resolved through negotiation rather than enforcement. Distressed exchanges account for nearly two-thirds of restructuring activity. Private credit lenders waive or remedy breaches in over 80% of cases. This preference for modification over enforcement reflects economic reality: out-of-court resolutions yield substantially higher recovery rates than contested bankruptcies.
The $3 trillion maturity wall through 2027, combined with sector-specific distress in commercial real estate, cannabis, and consumer-facing industries, ensures that default navigation will remain a critical expertise for the foreseeable future.
Understanding the mechanics, exercising cure rights effectively, and positioning for productive workout negotiations can mean the difference between business survival and forced liquidation.
If you need assistance with covenant compliance issues, workout negotiations, forbearance agreements, or enforcement strategy for distressed credits, please contact Brightpoint to schedule a consultation.
Sources
Moody's Investors Service, "Credit Strategy US Credit Review & Outlook" (July 2025): https://www.moodys.com/web/en/us/insights/resources/us-report-july-2025.pdf
S&P Global Ratings, "2024 Annual Global Corporate Default And Rating Transition Study": https://maalot.co.il/Publications/FTS20250331162126.pdf
Proskauer Rose LLP, "Private Credit Default Index Q3 2025": https://www.proskauer.com/report/proskauers-private-credit-default-index-reveals-rate-of-184-for-q3-2025
Lincoln International, "Silent Defaults in Private Credit": https://www.lincolninternational.com/perspectives/articles/silent-defaults-in-private-credit-the-unspoken-struggle/
PitchBook LCD, "2026 US Distressed Credit Outlook": https://pitchbook.com/news/articles/2026-us-distressed-credit-outlook-bifurcation-maturity-wall-promise-busy-year
PitchBook LCD, "Out-of-Court Restructurings Lift Leveraged Loan Recovery Rates": https://pitchbook.com/news/articles/out-of-court-restructurings-lift-leveraged-loan-recovery-rates
FDIC, "Risk Review 2025": https://www.fdic.gov/analysis/2025-risk-review.pdf
Cannabis Law Now, "Cannabis Receiverships Are and Will Be on the Rise" (November 2024): https://www.cannabislawnow.com/2024/11/cannabis-receiverships-are-and-will-be-on-the-rise/
Weekly Real Estate News, "CMBS Delinquency Rate Ends 2025 at 7.30%": https://wrenews.com/cmbs-delinquency-rate-ends-2025-at-7-30/
GlobeSt, "Loan Modifications Nearly Double to $39B as Extend and Pretend Tactics Surge": https://www.globest.com/2025/04/22/loan-modifications-nearly-double-to-39b-as-extend-and-pretend-tactics-surge/
CRED iQ, "CRE CLO Distress Rate Reaches Record High": https://cred-iq.com/blog/2025/01/17/cre-clo-distress-rate-reaches-a-new-record-high-of-13-8-in-december-driven-by-a-180bp-increase-in-special-servicing-transfers/
Conclusion
The article concludes that while events of default form the enforcement backbone of credit agreements, the distinction between technical and material defaults dictates how distressed situations resolve. The shift to covenant-lite structures has delayed distress recognition, but the market overwhelmingly favors negotiated resolutions, such as distressed exchanges, because out-of-court modifications yield substantially higher recovery rates than contested bankruptcies. The impending $3 trillion maturity wall ensures that effective default navigation and workout negotiations will remain critical for business survival.

Brightpoint Team
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