A company can change owner without ever being sold. There is no process and no data room. The lenders write down the debt, take the equity, and the business has a new shareholder without ever having been on the market. Nobody bids.
Goldman Sachs Asset Management published a count of these in March. Its research found 150 European companies that have been through a credit event since 2017, carrying around $38 billion of the debt that financed their own buyouts. Four were bankruptcies or liquidations. The other 146 were debt-for-equity swaps, meaning a restructuring in which direct lenders took ownership, partly or wholly, of a company they had financed.
Goldman expects the rate to stay elevated relative to the last decade. The 2017 and 2018 vintages have been the most exposed so far, having had to trade through the pandemic, then inflation, then rising rates. The 2021 vintage is close behind and has accumulated credit events faster in its first three years than any other. Those loans were written for a rate environment that disappeared before the borrowers had grown into them.
The stress is concentrated where the mid-market lives
Two dimensions of that dataset matter more than the headline number. Companies generating less than €75 million of EBITDA account for over 80% of it, and small-caps under €20 million of EBITDA are close to half. Cyclical industries, which Goldman defines as consumer, retail, industrials and manufacturing, are more than half of every European credit event since 2017.
Those are not distressed mega-caps. They are ordinary European mid-market businesses, the size a growth or buyout fund holds several of at any one time. They sit in the sectors where a demand squeeze and a cost squeeze tend to turn up in the same year. Goldman’s explanation is mechanical. Smaller companies have less pricing power, so they absorb input costs rather than passing them on. They have fewer levers to pull when the first plan stops working. Their access to alternative financing is thinner at precisely the moment they need it.
The new owner did not choose the asset
This is what separates a credit event from a transaction, and it is easy to skate past. A credit fund that takes the keys ends up holding a company it underwrote as a loan. The equity arrived as a recovery on a position, not as a decision to own that business.
Goldman does not leave the consequence implied. The outcome for lenders, it writes, “depends on the subsequent trajectory of the company and the lender’s ability to successfully run the company and then sell it”. Later in the same piece it is more specific again. Equity acquired in a restructuring may appreciate, and managers can realise gains through sales or dividends, “much like a traditional private equity sponsor”. Doing that “requires skill that is distinct from credit underwriting skill”. The remedy offered is institutional rather than individual: firms with adjacent private equity units may be able to draw on that expertise.
There is a second constraint underneath. Converting enough positions from debt into equity changes what the fund is. A fixed income strategy starts to behave like equity, and Goldman notes those positions tend to sit on the books longer than the rest of the portfolio. A credit manager holding an operating company is holding it against a clock the fund was not built around.
Lenders themselves say management is a condition of the money
Oliver Wyman surveyed more than 100 restructuring experts across Europe for its 2026 Restructuring Report, published at the end of June. Its finding on what actually gets a restructuring financed is one sentence long. Lenders commit where the borrower presents a credible restructuring concept, supported by robust financial planning and capable management.
That last phrase is doing real work in a market where more than 60% of the financiers surveyed expect to reduce their risk appetite over the next three years. Capital follows conviction, as the report puts it, and conviction is being formed about a plan and the people carrying it at the same table and on the same day.
The sponsor can offer to fix it and still lose
Colisée is the case that shows what this looks like when it happens in public. EQT acquired Europe’s fourth-largest elderly care provider in 2020, into high valuations and abundant financing. In December 2025 the group signed an agreement in principle, endorsed by almost all its financial creditors, converting roughly €680 million of senior debt into capital alongside approximately €285 million of new financing. White & Case, acting for the senior lenders, states the consequence plainly. The transaction results in a change in the shareholder structure, with the senior lenders who converted becoming the group’s new shareholders. EQT had advanced a competing rescue involving fresh equity of its own, and the creditors did not take it.
Colisée is far larger than the companies Goldman’s size data describes, and that gap is about visibility rather than scale. A group that size restructures in the open, through a French accelerated safeguard procedure, with law firms issuing releases and a court approving the plan. The four fifths of credit events sitting below €75 million of EBITDA do not. Goldman’s own footnote explains why. These equitisations are private, and the process leading to a change of control is dominated by out-of-court settlements. Most of them produce nothing to read at all.
Two things are worth establishing early where a credit manager now holds the equity. Whether the plan the management team is working to is still the plan the new shareholder is underwriting. And whether the arrangements meant to pay that team for delivering it survived the restructuring in any usable form. Neither question answers itself, and neither is anybody’s job by default.
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