Definitive global law guides offering comparative analysis from top-ranked lawyers
CHAMBERS GLOBAL PRACTICE GUIDES
Private Credit 2026 Definitive global law guides offering comparative analysis from top-ranked lawyers
Contributing Editors Stelios Saffos, Dan Seale, Peter Sluka, and Alfred Xue Latham & Watkins LLP
Global Practice Guides
Private Credit Contributing Editors Stelios G Saffos, Dan Seale, Peter Sluka and Alfred Xue Latham & Watkins LLP
2026
Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair, Stephen Dinkeldein, Vivienne Button and Sean Marshall Content Reviewers Lawrence Garrett, Marianne Page, Heather Palomino, Alison Moore, Adrian Ciechacki and Michael Irvine Content Coordination Manager Nancy Tsang Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Joanna Chivers Head of Production Jasper John Production Coordinator Genevieve Sibayan
Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com
Copyright © 2026 Chambers and Partners
Contents
INTRODUCTION Contributed by Stelios G Saffos, Dan Seale, Peter Sluka and Alfred Xue, Latham & Watkins LLP p.4
MEXICO Law and Practice p.146 Contributed by Bello, Gallardo, Bonequi y García, S.C. Trends and Developments p.161 Contributed by Bello, Gallardo, Bonequi y García, S.C.
ASIA-PACIFIC-WIDE Trends and Developments p.8 Contributed by AZB & Partners
NEW ZEALAND Law and Practice p.167
BRAZIL Law and Practice p.16 Contributed by Müller Chebatt Advogados Trends and Developments p.29 Contributed by Müller Chebatt Advogados
Contributed by Russell McVeagh Trends and Developments p.185 Contributed by Simpson Grierson NORWAY Law and Practice p.191 Contributed by BAHR Trends and Developments p.205 Contributed by BAHR
CAYMAN ISLANDS Trends and Developments p.34 Contributed by Appleby
FINLAND Law and Practice p.38 Contributed by Waselius
OMAN Law and Practice p.209 Contributed by Dr. Ahmed Said Al Jahwari & Partner Law Firm
GERMANY Law and Practice p.54 Contributed by Freshfields Trends and Developments p.71 Contributed by Freshfields
SINGAPORE Trends and Developments p.220 Contributed by WongPartnership LLP SPAIN Law and Practice p.227 Contributed by ZADAL Trends and Developments p.245 Contributed by ZADAL
GREECE Law and Practice p.77 Contributed by Sardelas Petsa Law Firm Trends and Developments p.95 Contributed by Sardelas Petsa Law Firm INDIA Law and Practice p.100 Contributed by JSA Advocates & Solicitors Trends and Developments p.118 Contributed by JSA Advocates & Solicitors LATIN AMERICA-WIDE Trends and Developments p.123 Contributed by Legal Disruption MALAYSIA Law and Practice p.128 Contributed by Richard Wee Chambers
UK Law and Practice p.250
Contributed by Latham & Watkins Trends and Developments p.270 Contributed by Latham & Watkins
USA Law and Practice p.275
Contributed by Latham & Watkins LLP Trends and Developments p.293 Contributed by Latham & Watkins LLP
3 CHAMBERS.COM
INTRODUCTION
Contributed by: Stelios G Saffos, Dan Seale, Peter Sluka and Alfred Xue, Latham & Watkins LLP
Latham & Watkins LLP is ranked in Band 1 in the USA by Chambers and advises sophisticated global direct lenders and private capital providers on hundreds of front-end transactions each year, including first and second-lien, unitranche and mezzanine loans, and preferred equity and other junior capital transac - tions. Latham advises on more lender mandates in EMEA and the US than any other firm. Latham ad - vises across a range of deal sizes stretching from the middle market through the largest and most compli - cated unitranche transactions with multibillion-dollar
deal sizes. Latham’s lawyers regularly design and implement multi-tiered capital structures and solu - tions for clients and handle subordination, security and intercreditor issues, as well as restructurings, equity co-investments, and tax and regulatory mat - ters. Latham’s direct lending and private debt prac - tice draws on a long history of innovation. With more than 200 lawyers in the US and close to 400 globally, the firm advises the most active lenders, funds, credit platforms and investment managers, as well as bor - rowers, on the full range of transactions.
Contributing Editors
Stelios G Saffos is global chair of Latham & Watkins’ Capital Markets and Public Company Representation
Peter Sluka is global co-chair of Latham & Watkins’ Hybrid Capital practice. He advises on private debt and alternative capital financings as well as traditional capital markets transactions. Peter represents direct
practices and global chair of the Hybrid Capital practice. He advises leading private equity sponsors, asset managers, financial institutions and companies on investments and financings at all levels of the corporate structure. Stelios has represented sponsors, issuers, direct lenders and underwriters across industries in 1,000+ transactions, including 650+ private credit and hybrid capital transactions, 270+ high-yield offerings, and 225+ IPO and other public equity offerings.
lenders, mezzanine funds, private debt and structured equity providers, and other financial institutions and financial sponsors in complex financing transactions, including unitranche solutions, private second-lien financings, preferred equity and holdco PIK financings, privately placed high-yield notes, convertible debt and equity financings (including PIPEs), growth investments, equity co-investments and special situations. In addition, Peter represents both issuers and financial institutions in traditional public and private capital markets transactions.
Dan Seale is global chair of Latham & Watkins’ Banking & Private Credit practice and represents clients in complex leveraged finance transactions, with a particular focus on acquisition financings. Having
Alfred Xue is global vice chair of Latham & Watkins’ Banking & Private Credit practice and represents clients in complex leveraged finance transactions, with a particular focus on cross-border transactions and
advised on hundreds of transactions over more than two decades, Dan draws on his broad exposure to the global financial markets and its key participants to advise banks, private credit funds and borrowers on large-cap syndicated loans, middle-market loans, unitranche loans, asset-based loans (including FILO and back-leverage financings) and other private credit transactions.
acquisition financings. Over nearly two decades, Alfred has led on hundreds of unitranche, direct lending and syndicated loan transactions with an issuance value exceeding several hundred billion dollars. He draws on a sophisticated understanding of the market and a commercial perspective to advise private credit funds and investment banks. A pioneer in the private credit space, Alfred has led the practice through multiple market evolutions.
4 CHAMBERS.COM
INTRODUCTION Contributed by: Stelios G Saffos, Dan Seale, Peter Sluka and Alfred Xue, Latham & Watkins LLP
Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 USA Tel: +1 212 906 1200
Email: pr@lw.com Web: www.lw.com
Navigating Opportunities and Challenges in the Global Private Credit Market Looking back on 2025 and looking forward into 2026, the rapidly growing private credit market has emerged as a formidable force in the global financial landscape, offering a compelling alternative to traditional syndi - cated bank lending and other public market products including high-yield bonds. This Chambers 2026 Pri - vate Credit guide provides an overview of trends and developments in the private credit market in the most active jurisdictions, including the United States, the UK and beyond. A Global Perspective on Private Credit Private credit lending to public and private companies has grown exponentially over the last decade. The global private credit market now stands at approxi - mately USD2 trillion – ten times its size in 2009 – with dry powder reaching record levels of USD450–550 billion. Projections from leading analysts suggest global private credit assets under management could approach USD3 trillion by 2028 (and some observ - ers believing that it might have already reached USD3 trillion if dry powder is included). After slower initial development, market watchers are now predicting that Europe’s private credit growth rate may poten - tially outpace the continued growth of the United States, with European assets potentially growing by USD800–900 billion over the same period. The market’s expansion is not confined to any single region but continues as a global phenomenon. In the United States, private credit is an established asset class and has become a staple of corporate finance, offering flexible and tailored solutions to borrowers. Traditional sponsors and corporate borrowers have also looked to private credit to finance a wider range of asset classes, from real estate and infrastructure to
technology and healthcare. In infrastructure, private credit is being used to fund large-scale projects such as renewable energy developments and, increasing - ly, infrastructure related to artificial intelligence (AI), including data centres and power grid upgrades. In Europe, the market expansion varies by country and has been one of the areas of opportunity for US asset managers expanding abroad, with some markets out - performing others with robust growth and growing private credit penetration. In emerging markets, pri - vate credit is beginning to play a pivotal role in bridg - ing the financing gap for mid-sized enterprises. We see this global trend continuing as established asset managers seek increased opportunities in emerging markets and as the leading asset managers continue to exceed their fundraising targets. Key Themes and Trends The guide examines several themes and trends that have emerged as both causes and effects of evolving market conditions. Market consolidation and strategic partnerships The private credit market continues to evolve through a wave of consolidation, with larger firms acquiring smaller players to enhance their market presence and scale. Strategic partnerships between banks and pri - vate credit funds have also become increasingly com - mon, allowing both parties to leverage their respective strengths. This “co-opetition” model enables banks to reduce their risk while maintaining client relationships and provides private credit funds with access to a broader range of investment opportunities. Looking further into 2026, market participants are cautiously optimistic, with a focus on discipline, governance, strong underwriting and better deal structures.
5 CHAMBERS.COM
INTRODUCTION Contributed by: Stelios G Saffos, Dan Seale, Peter Sluka and Alfred Xue, Latham & Watkins LLP
Regulatory developments As the private credit market matures, it may face increased scrutiny from regulators even as public mar - ket options become more competitive. In the United States, the Office of the Comptroller of the Currency and FDIC issued a joint statement in December 2025 rescinding the 2013 Leveraged Lending Guidance. This could allow banks greater flexibility to underwrite risk and compete more directly with private credit across leverage levels. Additionally, new guidelines from the National Association of Insurance Commis - sioners that took effect on 1 January 2025 reclassified certain sections of insurers’ financial statements, pro - viding better insight into their private credit activities and increasing transparency regarding “ratings infla - tion” concerns in privately rated placements. Against that changing competitive backdrop and as private credit continues to expand its LP base, there have been calls for closer regulatory scrutiny of private credit funds and its suitability for certain investors. In the UK, the Bank of England announced in early December 2025 its intention to stress-test the private markets to reveal any risks and their interconnect - edness with the broader UK financial system, amid concerns that the resilience of private markets to a severe downturn has not yet been tested, and Gover- nor Andrew Bailey highlighted the need for continued vigilance. These regulatory developments underscore the case for private credit providers to enhance their compliance and reporting frameworks to mitigate potential risks. Innovative financing structures and the rise of AI infrastructure Private credit providers are continually innovating to meet the evolving needs of borrowers. The surge in AI-related investments has become a major theme, with private credit playing an increasingly crucial role in funding the upfront costs of purchasing graphics processing units (GPUs), building data centres and upgrading power grids. Increasing demand for private credit in 2026 is likely to be no different from 2025, and we expect that the pace of AI-related infrastructure spending will only accelerate. BlackRock estimates that AI investments through to 2030 will require sig - nificant upfront spending on computing, data centres and energy infrastructure. JPMorgan reports that US
data centre-related bond issuances reached USD15.1 billion in 2025, and estimates that around USD150 bil - lion will be needed in 2026–27 to convert short-term construction loans into long-term financing for nearly 20 gigawatts of data centre capacity. Private credit stands to benefit from that strong demand. Portfolio challenges Private credit has historically had low default rates even through multiple credit cycles, and the product has shown remarkable resilience. That said, private credit loans from the very active 2021 vintage are likely set to mature in 2028, encouraging early refinancing and, where required, restructuring, and we expect to see significant refinancing activity if those transac - tions are not paid off via exit events. The immediate post-Covid vintage might present par - ticular challenges, with leverage levels consistent with the high valuations of the time and significant borrow - er bargaining power. With those credits in mind, direct lenders are increasingly proactive about engaging with borrowers about potential problems and developing solutions before the problems materialise, includ - ing through proactive amendments, negotiating with sponsors for additional equity injections and manag - ing liquidity through PIK flexibility. Junior and hybrid capital Junior and hybrid capital solutions provided by pri - vate credit, structured equity funds and private equity have emerged as a crucial financing tool for sponsor- backed and non-sponsored companies alike. These capital providers are increasingly offering junior and hybrid capital solutions that blend debt and equity ele - ments, enabling sponsors to monetise assets effec - tively, de-lever debt capital structures, and provide more dry powder for acquisitions, while providing investors with downside-protected returns. For the right issuers, the availability of non-cash pay instruments (which is a customary feature of junior and hybrid capital solutions) allows for greater flex - ibility to conserve cash as businesses ramp up, and remains an attractive option for some sponsors and creditors alike.
6 CHAMBERS.COM
INTRODUCTION Contributed by: Stelios G Saffos, Dan Seale, Peter Sluka and Alfred Xue, Latham & Watkins LLP
Continuation funds Additionally, in a market that has seen subdued M&A levels, sponsors have been holding assets for longer periods, leading to a rise in the use of continuation funds. Direct lenders are increasingly supporting the financing of such vehicles, particularly in the middle market. Market participants expect limited partners to continue backing continuation funds when valua - tions are independently validated and general partner economics are clearly aligned. Direct lenders are also pitching pre-IPO junior, equity-like debt solutions to help sponsors de-lever prior to a listing, responding to expectations of an uptick in IPOs in 2026. UK and European trends and developments The UK and European private credit markets are expe - riencing their own set of trends. Pricing in European private credit has continued to tighten, with median spreads on senior and unitranche loans declining. New regulations in Europe have widened the scope of assets in which individuals can invest, accelerat - ing a drive towards retail and private wealth inves - tors alongside open-ended funds. Insurance balance sheets and wealth investors are set to play a larger role in private credit fundraising, while strategies such as NAV financing, asset-backed lending and signifi - cant risk transfers (SRTs) are converging with the asset class. Terms, covenants and documentation The growth of private credit was driven by lend - ers acting as principal investors and negotiating for tighter terms, covenants and documentation, coupled with strong returns. As the market has evolved and matured, and competition intensified, these terms have been adjusting to reflect increased competition
both from new entrants and from public market debt products. To close deals in 2025, private credit lenders evolved from just having the capacity to deploy large quantities of dry powder, and the best private credit lenders have focused on being able to deliver greater capabilities across a wider spectrum of deals and also marketed their ability to deliver certainty of terms and funding. Private credit agreements continue to fea - ture bespoke terms tailored to the borrower’s specific needs and the lender’s risk appetite, but private credit providers are now able to provide greater flexibility on terms, metrics, covenants and PIK options. Looking further into 2026, market participants expect increasing discipline, underwriting and diligence. The most sophisticated and established private credit pro - viders are likely to continue to place greater empha - sis on the quality of underwriting and documentation, with sole underwriters or tighter club deals remaining a focus and preference over larger, more aggressive deals that resemble broadly syndicated transactions. Conclusion 2025 showed that private credit is resilient, defying some gloomy predictions and sensationalist head - lines, but the private credit market endured and con - tinued to grow. If 2026 proceeds as predicted, with an increase in M&A activity, strong IPO markets, and continued strong refinancing and recapitalisation activity, we expect to see private credit continue to deliver steady returns for investors and retain a low default rate. We hope that this 2026 edition of the Private Credit guide can help market participants better navigate the opportunities and challenges that lie ahead.
7 CHAMBERS.COM
ASIA-PACIFIC-WIDE Trends and Developments Contributed by: Anand Shah, Suharsh Sinha, Ishan Handa and Saloni Thakkar AZB & Partners
Asia Pacific
GUAM
AZB & Partners was founded in 2004 with a clear purpose to provide reliable, practical and full-service advice to clients, across all sectors. The firm brought together the practices of CZB & Partners in Mumbai and Bangalore and Ajay Bahl & Company in Delhi. Having grown steadily since its inception, AZB & Partners now has offices across Mumbai, Delhi, Ban -
galore, Pune, Chennai and Gift City. It has an accom - plished and driven team of 750+ lawyers committed to delivering best-in-class legal solutions to help eve - ry client achieve their objectives. It provides reliable, practical and full-service advice to clients, across all sectors.
Authors
Anand Shah is a senior partner at AZB & Partners and has a leading reputation for acting for domestic and offshore financial institutions and foreign portfolio investors in domestic and cross border debt transactions,
former consultant to the Bankruptcy Law Reform Committee and the Insolvency and Bankruptcy Board of India, he has advised the Reserve Bank of India. He regularly advises Oaktree Capital Management, Varde Partners, Standard Chartered Bank, Brookfield, Warburg Pincus, SC Lowy, KKR and Deutsche Bank on private credit and structured financing matters.
including ECBs, debenture and bond issuances, mezzanine finance, securitisation and assignments. He also has experience assisting private equity and strategic investors with acquisition finance and acting for funds and financial institutions in distressed debt. Anand is frequently called upon for advice on regulatory and enforcement matters. His clients include Bank of America, Barclays, Citibank, Deutsche Bank, HSBC, Standard Chartered, ICICI Bank, Investec, JM Financial, Kotak Mahindra Bank, HDFC Bank, KKR, Bain Capital, Julius Baer and Tata Capital. He specialises in banking and finance, structured finance and restructuring and insolvency. He advises private credit funds, asset reconstruction companies, international hedge funds, NBFCs and banks on distressed debt trading, debt restructuring, and structured debt issuances, and has advised on acquisitions of loan portfolios, real estate and acquisition financings. He also counsels acquirers, lenders and insolvency professionals in complex bankruptcy cases. A Suharsh Sinha is a senior partner in the Mumbai office of AZB & Partners.
Ishan Handa is a partner in Mumbai office of AZB & Partners and has nearly 15 years’ experience in banking and finance advisory and transactional work. He regularly advises on real estate financing,
structured financing and acquisition financing, and acts for domestic banks and financial institutions, foreign banks, private credit funds, domestic and foreign debt funds, including foreign currency loans and investments in NCDs. He regularly acts as Indian counsel to private equity sponsors on cross border leveraged buyouts, margin finance and acquisition finance.
Saloni Thakkar is a partner in the Mumbai office of AZB & Partners. She has 10 years of experience and is a core member of the structured finance and restructuring and insolvency teams. She has led and
supported several of the firm’s significant transactions, advising foreign banks, global credit
8 CHAMBERS.COM
ASIA-PACIFIC-WIDE Trends and Developments Contributed by: Anand Shah, Suharsh Sinha, Ishan Handa and Saloni Thakkar, AZB & Partners
funds and lenders on cross border financings, acquisition financings (including in IBC processes), OpCo and mezzanine structures, and complex debt restructurings. She has participated as a special invitee to the RBI Task Force on the Development of Secondary Market for Corporate Loans and presented before other regulatory committees. She is well regarded for her advanced technical expertise, commercial awareness and negotiation skills. She regularly advises Oaktree Capital Management, Varde Partners, Elham Credit, SC Lowy, Davidson Kempner, Ares SSG, Brookfield and Deutsche Bank on credit and structured investment matters.
AZB & Partners AZB House Peninsula Corporate Park Ganpatrao Kadam Marg Lower Parel Mumbai 400013 India Tel: +91 2240729999 Fax: +91 2266396888 Email: bd@azbpartners.com Web: www.azbpartners.com
9 CHAMBERS.COM
ASIA-PACIFIC-WIDE Trends and Developments Contributed by: Anand Shah, Suharsh Sinha, Ishan Handa and Saloni Thakkar, AZB & Partners
Private Credit in APAC: Key Trends and Market Developments Introduction The Asia Pacific region has witnessed a significant, almost cyclonic, surge in private credit activity over the past decade, driven by evolving market dynamics, regulatory reforms, unmet capital demands coupled with localisation and control of available credit with banks (with similar appetite and funding limitations) and the growing appetite of institutional investors for alternative assets. Private credit, broadly defined as non-bank lending to corporates and projects, has emerged as a vital source of alternative capital (for bor - rowers) and deployment (for investors). Set out below is a broad overview of the latest trends and develop - ments in private credit across four key jurisdictions in the Asia Pacific region: India, Australia, Vietnam and Thailand, while placing a special emphasis on India, given its rapidly evolving landscape and the increasing role of private credit in supporting economic growth. Regional overview: private credit in Asia Pacific Private credit in Asia Pacific has grown at a compound annual growth rate (CAGR) of over 20% in the last five years, with further growth of approximately 46% esti - mated, from USD59 billion in 2024 to USD92 billion by 2027. The region’s diverse economies present unique opportunities and challenges for private credit pro - viders: Australia boasts a mature and sophisticated private credit market; emerging economies such as Vietnam and Thailand are witnessing a nascent but rapidly expanding private credit ecosystem. India, in particular, stands out as a strong contender for the crown, due to its booming economy, strong credit appetite and active regulatory reforms. India: the epicenter of private credit growth Market overview India’s private credit market has experienced expo - nential growth, with assets under management (AUM) estimated at USD17.8 billion in 2023, up from less than USD0.7 billion in 2010. India’s private credit mar - ket witnessed a sharp spike in deal value in H1 2025, with total deployment reaching USD9.0 billion across 79 deals. This eclipses the USD7-10 billion recorded across all 12 months in 2024, and the USD7.7 billion in 2023. Conversely, bank credit growth decelerated to 11% year-on-year in FY25 from 20.2% in FY24,
reflecting conservative underwriting and delayed monetary transmission. The Indian private credit market is characterised by diverse participants: global private credit funds, domestic alternative investment funds (AIFs), non- banking financial companies (NBFCs), and family offices. The demand for private credit is fuelled by several factors: deleveraging of public sector banks, tightening of regulatory norms for traditional lenders, regulatory arbitrage, and increasing sophistication of Indian corporates seeking flexible, bespoke financing solutions. According to a report by Ernst & Young for H1 2025 (the “EY Report”), borrowers across sectors include: • Mumbai International Airport Limited (Adani Group) (USD750 million) in infrastructure; • Manipal Education and Medical Group (MEMG) (USD600 million) in healthcare; • BILT Graphic Paper Products Limited (USD360 million); • Aerogrid Advanced Hosting Solutions Private Lim - ited (USD348 million) in technology; and • Alaknanda Hydro Power Company Limited (USD236 million) in energy and renewables, among others. However, real estate remained the most active sector with India’s real estate sector accounting for 42% of the deal volume in 1H 2025. Legislative and policy developments The Indian legislative and regulatory authorities have undertaken a series of legislative and policy initiatives that have facilitated the growth of the bonds market and private credit in India. The self-evaluating and ever-evolving (Indian) Insol - vency and Bankruptcy Code, 2016 The enactment of a new legislation in 2016, the Insol - vency and Bankruptcy Code (IBC), has significantly improved the legal framework for creditor rights and enforcement. The IBC marked a turning point for India’s business environment, particularly in the area of insolvency resolution. Prior to the IBC, India ranked
10 CHAMBERS.COM
ASIA-PACIFIC-WIDE Trends and Developments Contributed by: Anand Shah, Suharsh Sinha, Ishan Handa and Saloni Thakkar, AZB & Partners
130th in the World Bank’s Ease of Doing Business index, largely due to inefficiencies in the bankruptcy process that made insolvency cases drag on for years, deterring investment. The IBC brought in a time- bound, 180-day resolution process (with a 90-day extension) and introduced Insolvency Professionals, shifting the focus to creditor rights and ensuring faster, more predictable outcomes. The IBC has provided greater certainty and predictability for private credit lenders, thereby reducing the risk premium associated with Indian credit exposures. The IBC has reduced the resolution time from an average of 4.3 years to approximately 1-2 years and provided a structured process that allows businesses and/or investors to exit the market more efficiently. India’s insolvency regulators (the Ministry of Corpo - rate Affairs and the Insolvency and Bankruptcy Board of India) have a keen and proactive oversight over the implementation of the IBC, regularly collating and analysing performance data and recommend - ing improvements. Despite being new legislation, the IBC has been amended approximately six times to date, accompanied by with issuance of numerous regulations, circulars and guidelines. A latest round of amendments was introduced in parliament in August 2025 and is currently pending approval. The amend - ment bill proposes 14-15 substantive amendments, key among which include: • a regime for creditor-initiated insolvency resolution (CIIRP), which is a debtor-in-possession-creditor- in-control hybrid mechanism for efficient resolution at the pre-distress and early-distress stage; • guidelines for cross border insolvency resolution; • provisions to enable the government to prescribe rules for consolidated insolvency resolution of mul - tiple debtors who are part of the same group; • provisions to improve efficiency and results of the present insolvency regime, including provisions for: (a) mandatory admission of insolvency cases when debt and default are established and eliminating any scope for interpretational incon - sistencies or discretionary application; (b) implementation of resolution plans or closure of the resolution process notwithstanding inter - creditor disputes (as to distribution); and
(c) business wise or asset-wise resolution of large corporate debtors with multiple businesses/ verticals (for better value maximisation). Liberalisation of regime for investment by alternative investment funds AIFs, the main source of domestic private credit, are regulated by the Securities and Exchange Board of India (SEBI), which has progressively liberalised the applicable regulatory framework, particularly for Cat - egory II AIFs (which are the primary vehicles for debt funds). Recent amendments have streamlined fun - draising, investment, and disclosure norms, making it easier for both domestic and foreign investors to participate in the market. Liberalisation of ECB (external borrowing regime) A key route through which foreign debt enters India is through external commercial borrowings (ECB). ECBs are commercial loans raised by eligible resident enti - ties from recognised non-resident entities which are required to conform to strict parameters prescribed by Reserve Bank of India (RBI). However, in October 2025, the RBI proposed sweep - ing liberalisation reforms which will further enhance the attractiveness of India as a destination for global private credit funds. Key changes proposed include: • widening the pool of eligible lenders to include any non-individual resident entities; • relaxing end-use restrictions; • removing fixed cost ceilings in favour of market- based rates; • streamlining MAMP (minimum average maturity period) requirements; • regulating ECB limits to USD1 billion or three times net worth; • dispensing with procedural formalities in certain cases, for procuring with AD Bank NOCs for secu - rity creation; and • extending reporting timelines. Liberalisation of the regime for securitisation of NPLs
11 CHAMBERS.COM
ASIA-PACIFIC-WIDE Trends and Developments Contributed by: Anand Shah, Suharsh Sinha, Ishan Handa and Saloni Thakkar, AZB & Partners
The RBI has also issued draft updated guidelines to facilitate the securitisation and direct assignment of loan exposures, enabling private credit funds to par - ticipate more actively in the secondary market for dis - tressed and performing assets. Key trends • Domestic funds are leading in deal participation (by number), but global funds continued to drive value. • There is active credit participation from mutual funds, NBFCs, retail investors, and foreign banks. (a) The EY Report highlighted a convergence in credit appetite across several large trans - actions in H1 2025. Vedanta Limited raised USD884 million from a wide base of lend - ers – mutual funds (USD480 million), NBFCs (USD174 million), foreign banks (USD162 million), insurance companies (USD33 million), and an Indian bank (USD35 million). Similarly, L&T mobilised USD334 million from mutual funds, JSquare Electrical Steel Nashik Private Limited raised USD302 million from foreign banks, GMR Airports Limited secured USD174 million largely from foreign banks with some NBFC participation, while Renserv Global Pri - vate Limited raised USD118 million from mutual funds, USD29 million from a bank, and USD12 million from NBFCs. (b) The domestic investor base has widened in recent years with the rise of high net worth individuals and family offices seeking diversi - fication and chasing yield. Large family offices globally and in India have 15% to 25% of their portfolios in alternative investments, of which 25% to 30% goes into private credit solutions, according to Julius Bäer’s report “The Indian Family Office Playbook.” (c) The EY Report theorises that Indian family office assets are set for exceptional growth, un - derpinned by India’s anticipated position as the global leader in ultra high net worth individual growth, with the number expected to rise by 50.1% to nearly 20,000 by 2028. India could account for as much as 30% of private credit fundraising in APAC by 2025, with annual deal flow potentially reaching USD10 billion.
• The share of the conventional lending industry in the overall credit is declining with greater focus on retail portfolios. (a) Some regulations in India have pushed borrow - ers outside the traditional bank lending sphere and towards alternative funding sources. In the real estate sector, the RBI restricts bank lend - ing to private developers for the acquisition of land, even as part of housing projects. Conse - quently, real estate-related transactions now dominate India’s private credit sector, account - ing for more than a third of the total transaction value. (b) A report by PwC theorises that one of the fac - tors driving growth could be the continued risk aversion of the banking sector, as evidenced by the decline in risk weighted asset density due to limited lending to lower-rated entities. The ratio of risk weighted assets to total assets for banks declined for banks from 74% to 58% over a ten-year period (as of December 2023). This could point to an opportunity for alterna - tive lenders to step in and lend to lower-rated corporates and mid-corporate borrowers, as well as manage capital market exposures and high-risk weight exposures. (c) Indian banks are not permitted to advance funds to firms seeking equity stakes in acquisi - tion targets. This has created a void in financ - ing that private credit has filled, and about 35% of private credit deals are M&A-related, accord - ing to PwC research. • The IBC has emerged as the leading route for recovery, accounting for 48% of total bank recov - eries in FY 2023–24. • Mismatch of demand and supply: competition with other forms of capital has intensified as equity market valuations have provided issuers with a cheaper alternative. Today, borrowers have options including wholesale lenders, foreign banks, mutual funds and finance companies that focus on struc - tured credit. Invariably, that has put demand for private credit and its yields under pressure, which in turn has led to an uptick in covenant-lite trans - actions.
12 CHAMBERS.COM
ASIA-PACIFIC-WIDE Trends and Developments Contributed by: Anand Shah, Suharsh Sinha, Ishan Handa and Saloni Thakkar, AZB & Partners
Challenges in enforcement of lender rights Despite significant progress, private credit lenders in India continue to face challenges in the enforcement of their rights. Key issues include the following. • Judicial delays: the Indian legal system is char - acterised by significant delays in the resolution of commercial disputes, including enforcement of security interests and recovery proceedings. While the IBC has improved timelines for insolvency resolution, practical challenges persist, particularly in complex cases involving multiple stakeholders. • Priority of claims: the treatment of minority lenders vis-à-vis majority creditors remains a contentious issue, with frequent litigation over the priority of claims in insolvency proceedings. • Enforcement of security: while the SARFAESI Act and other statutes provide mechanisms for the enforcement of security interests, practical chal - lenges such as resistance from borrowers, and administrative bottlenecks can impede timely recovery. Active private credit lenders in India With the growth of the private credit market in India, global and domestic funds offering private and struc - tured credit investments has expanded. Key inves - tors include Deutsche Bank, Varde, Oaktree Capital, Farallon, Cerberus, Davidson Kempner, Elham Credit, Barclays, Ares, Edelweiss Alternatives, Synergy Capi - tal, 360 One, OMERS, SC Lowy, BlackRock, KKR and Kotak Alternate Assets Funds. Australia: a mature private credit market Australia’s private credit market has experienced transformative growth over the past decade with assets under management reaching approximately AUD224 billion as of 2025, representing a compound annual growth rate/CAGR of approximately 20%. Reports suggest that this expansion has been driven by structural shifts in the lending market, particularly the implementation of Basel III capital requirements following the global financial crisis, which altered banks’ risk appetites and capital allocation strategies. It is reported that major Australian banks have halved their commercial real estate lending exposure from 10% to 5.5% of total assets since 2009, whilst their
share of total commercial real estate lending by deposit-taking institutions has declined from 87% to 75%. Private credit now accounts for approximately USD50 billion of commercial real estate loans, reflect - ing 16% of total commercial real estate lending, with the market broadly divided into corporate and busi - ness-related lending (approximately AUD132 billion, representing 14% of that market segment) and com - mercial real estate lending (approximately AUD92 bil - lion, accounting for 18% of that segment). Market consolidation has emerged as a notable trend, with domestic multi-asset fund managers increasing their share from 20% to 27% of assets under manage - ment between 2024 and 2025, reflecting both investor and regulatory demands for improved transparency and governance, with larger platforms better posi - tioned to meet these expectations. However, it is also observed that the Australian market faces challenges and regulatory scrutiny, particularly concerning the concentration of lending in higher- risk real estate construction and development financ - ing – a segment that has historically represented the majority of credit losses in economic downturns and has effectively transferred substantial property devel - opment risk from the prudentially regulated banking sector to the less transparent non-bank sector. The Australian Securities and Investments Commis - sion has raised concerns regarding conflicts of interest, valuation practices, fee structures, liquidity manage - ment, and transparency. While institutional investors and large superannuation funds typically engage with funds offering transparent arrangements, segments targeting wholesale “sophisticated” and retail inves - tors through platforms demonstrate practices that compare unfavourably against international stand - ards. These include opaque fee and interest margin arrangements where managers may retain 50-100% of upfront and borrower-paid fees, non-independent valuations linked to management fee calculations, and inadequate disclosure of portfolio composition, impaired assets, and related-party transactions. Looking ahead, the market is expected to benefit from falling interest rates and stabilising asset values, increased transaction activity, growing international
13 CHAMBERS.COM
ASIA-PACIFIC-WIDE Trends and Developments Contributed by: Anand Shah, Suharsh Sinha, Ishan Handa and Saloni Thakkar, AZB & Partners
capital flows attracted by Australia’s legal frame - works and efficient foreclosure processes, and the emergence of specialised lending segments, including asset-backed lending, infrastructure debt, and direct lending to middle-market corporates. Vietnam: an emerging private credit destination Vietnam’s private capital market has undergone a sig - nificant transformation in recent years, establishing itself as a leading destination for credit funds. The market recorded USD2.3 billion across 141 deals in 2024, and whilst this represented a 35% contraction from the prior year, deal count remained relatively stable in both venture capital and private equity seg - ments. Notably, mid-sized deals in the USD100-300 million range demonstrated strong resilience, with capital invested rising 2.7 times to USD700 million, signalling improving investor confidence in sizable transactions. Buyout transactions dominated private equity activity, accounting for USD1.7 billion of the total USD1.9 billion in PE investment, reflecting a clear investor preference for mature, cash-generating busi - nesses amid a cautious investment environment. A significant development in the Vietnam investment landscape has been the emergence of highly struc - tured private credit transactions. Historically, the Vietnamese lending market was highly competitive on pricing, making private credit returns difficult to achieve given the perceived high level of risk. How - ever, this landscape has shifted considerably. The market has also witnessed the emergence of sec - tor-specific opportunities. Consumer credit stood at USD95 billion in 2025, whilst digital lending loan book balance is estimated to reach USD35 billion by 2030, growing at an annual rate of approximately 49%. AI funding has also surged eightfold year-on-year, whilst AgriTech investment grew ninefold, reflecting Vietnam’s increasing focus on productivity-enhancing technologies and sustainable agriculture. Despite these positive developments, there are con - cerns that Vietnam’s private credit market presents several structural and regulatory challenges that investors must carefully navigate. First, capital con - trols fundamentally drive transaction structures. Sec - ond, scholars observe that Vietnam does not have a
well-defined bankruptcy regime and large-scale bank - ruptcies are uncommon. A third major concern is that offshore lenders – wheth - er banks or credit funds – cannot take direct security over immovable property in Vietnam. This necessi - tates hybrid structures, involving local commercial banks, providing onshore loans or standby letters of credit to create a basis for security over underlying real property. Notwithstanding these challenges, Vietnam’s trajecto - ry towards investment grade sovereign credit ratings and its strengthening financial infrastructure present encouraging signals. The government has introduced notable reforms including the establishment of inter - national financial centres in Ho Chi Minh City and Da Nang, a National Blockchain Strategy, stock market upgrades to enhance foreign investor access, and amendments to real estate laws addressing legal bot - tlenecks. Thailand: steady growth amid regulatory evolution Thailand’s private credit landscape has also under - gone a transformation over the past two decades, with its corporate bond market emerging as the larg - est in the ASEAN region, with outstanding corporate bonds totalling USD166 billion by the end of 2024 – a more than fourfold increase since 2000. The Thai corporate bond market has expanded, with average annual issuance increasing from USD5 billion in 2000– 2011 to USD26 billion in 2021–2024, representing a more than fivefold increase. Non-financial companies have consistently dominated the market, accounting for roughly 60% to 80% of annual issuance. A distinguishing feature of Thailand’s private credit market is the unusually high participation of retail investors, who held approximately 40% of outstand - ing corporate bonds at the end of 2024 – an excep - tionally high figure by global standards. However, the market faces several structural chal - lenges: more than 90% of new corporate bond issues are investment grade, while private equity and ven - ture capital ecosystems remain underdeveloped com - pared to regional peers, with angel, seed and series A funding particularly limited. Corporate reliance on
14 CHAMBERS.COM
ASIA-PACIFIC-WIDE Trends and Developments Contributed by: Anand Shah, Suharsh Sinha, Ishan Handa and Saloni Thakkar, AZB & Partners
Conclusion The private credit landscape in the Asia Pacific region is undergoing rapid transformation, driven by regu - latory reforms, evolving market dynamics, and the growing sophistication of borrowers and investors. As seen from the above analysis, India stands out as a key market, with a supportive policy environment, ongoing legislative reforms, and a large and dynamic corporate sector. Australia continues to lead in terms of market maturity and deal activity, while Vietnam and Thailand (amongst other APAC jurisdictions) offer significant growth potential, particularly in infra - structure, real estate, and technology sectors. As the market continues to evolve, private credit is poised to play an increasingly important role in supporting economic growth and development across the Asia Pacific region.
bank lending remains substantial, with domestic bank credit to the private sector standing at approximately 119% of GDP at the end of 2023 – one of the high - est ratios in ASEAN. Non-performing loans within the SME sector remained elevated at 7.2% in 2024, with special mention loans increasing to 13.4%. The resolution of corporate bond defaults is also cumbersome, with court-supervised rehabilitation proceedings often prolonged – extending up to five years with possible extensions – and restrictions on claim transfers during insolvency creating uncertainty for investors.
15 CHAMBERS.COM
BRAZIL
Colombia
Ecuador
Brazil
Peru
Brasilia
Bolivia
Law and Practice Contributed by: Thiago Fernandes Chebatt and Luiz Eugênio Araújo Müller Filho Müller Chebatt Advogados
Rio de Janeiro São Paulo
Paraguay
Chile
Argentina
Contents 1. Private Credit Overview p.18 1.1 Private Credit Market p.18 1.2 Interaction With Public Markets p.18 1.3 Acquisition Finance p.18 1.4 Challenges p.18 1.5 Sponsored/Non-Sponsored Debt p.18 1.6 Recurring Revenue Deals and Late-Stage Lending p.19 1.7 Deal Sizes, Fund Sizes and Fundraising p.19 1.8 Impending Regulation and Reform p.19 2. Regulatory Environment p.19 2.1 Licensing and Regulatory Approval p.19 2.2 Regulators of Private Credit Funds p.19 2.3 Restrictions on Foreign Investments p.19 2.4 Compliance and Reporting Requirements p.20 2.5 Club Lending and Antitrust p.20 3. Structuring and Documentation p.20 3.1 Common Structures p.20 3.2 Key Documentation p.20 3.3 Restrictions on Foreign Direct Lenders p.20 3.4 Use of Proceeds and Acquisition Financings p.21 3.5 Debt Buyback p.21 3.6 Recent Legal and Commercial Developments p.21 3.7 Junior and Hybrid Capital p.21 3.8 Payment in Kind/Amortisation p.22 3.9 Call Protection p.22 4. Tax Considerations p.22 4.1 Withholding Tax p.22 4.2 Other Taxes, Duties, Charges or Tax Considerations p.22 4.3 Tax Concerns for Foreign Lenders p.22 5. Guarantees and Security p.23 5.1 Assets and Forms of Security p.23 5.2 Floating Charges and/or Similar Security Interests p.23 5.3 Downstream, Upstream and Cross-Stream Guarantees p.23 5.4 Restrictions on the Target p.23 5.5 Other Restrictions p.23 5.6 Release of Typical Forms of Security p.24 5.7 Rules Governing the Priority of Competing Security Interests and/or Claims p.24
5.8 Priming Liens and/or Claims p.24 5.9 Cash Pooling and Hedging/Cash Management Obligations p.24 5.10 Appointment of Collateral Agent p.24 6. Enforcement p.25 6.1 Enforcement of Collateral by Non-Bank Secured Lenders p.25 6.2 Foreign Law and Jurisdiction p.25 6.3 Foreign Court Judgments p.25 6.4 A Foreign Private Credit Lender’s Ability to Enforce Its Rights p.25 6.5 Timing and Cost of Enforcement p.26 6.6 Practical Considerations/Limitations on Enforcement p.26
7. Bankruptcy and Insolvency p.26 7.1 Impact of Insolvency Processes p.26 7.2 Waterfall of Payments p.26
7.3 Length of Insolvency Process and Recoveries p.26 7.4 Rescue or Reorganisation Procedures Other Than Insolvency p.27 7.5 Risk Areas for Lenders p.27 7.6 Transactions Voidable Upon Insolvency p.27 7.7 Set-Off Rights p.27 7.8 Out-of-Court v In-Court Enforcement p.27 7.9 Dissenting Lenders and Non-Consensual Restructurings p.28 7.10 Expedited Restructurings p.28
16 CHAMBERS.COM
BRAZIL Law and Practice Contributed by: Thiago Fernandes Chebatt and Luiz Eugênio Araújo Müller Filho, Müller Chebatt Advogados
Müller Chebatt Advogados is a São Paulo-based boutique focused on restructuring and insolvency, disputes (court and arbitration) and financial-markets regulatory matters, with private credit as a core pillar. The firm advises Brazilian and international clients on both sides of the market – borrowers and lenders/ creditors, including credit funds, asset managers, financial institutions and special situations inves - tors – throughout the full credit life cycle in Brazil. Its multidisciplinary, deal-driven approach combines rigour, pragmatism and timely, proactive execution. The team structures and negotiates bilateral and syndicated loans, drafts finance documentation, and
designs and perfects collateral and guarantee pack - ages (including fiduciary structures, pledges and as - signments) with registries. It also handles intercreditor arrangements, subordination mechanics, covenant frameworks, amendments and waivers, and ongo - ing risk management. In stressed and distressed scenarios, the firm supports liability management, consensual workouts, enforcement, and distressed credit acquisitions, leveraging deep familiarity with Brazilian insolvency proceedings and complex litiga - tion over guarantees, clawback claims, priority and fraud-related issues.
Authors
Thiago Fernandes Chebatt is a founding partner at Müller Chebatt Advogados. He focuses on private credit and special situations, advising
Luiz Eugênio Araújo Müller Filho is a founding partner at Müller Chebatt Advogados (São Paulo). His practice covers corporate and debt restructuring, judicial and out-of-court reorganisations, bankruptcy matters
borrowers and lenders/creditors– credit funds, asset managers and financial institutions. He also acts in restructuring/ insolvency and related disputes (court and arbitration). He holds an LLB and a postgraduate degree in Civil Procedure from Pontifical Catholic University of São Paulo and also several specialisations, including Corporate Restructuring (FGV) and the International Legal Practice Program, jointly delivered by the International Bar Association (IBA), FGV, King’s College and IE University.
and special situations, frequently in credit-related contexts, and shareholders’ judicial and arbitral disputes. He holds an LLB from Universidade Cândido Mendes – Ipanema (1986).
Müller Chebatt Advogados 477 Avenida São Gabriel Office 132/133 São Paulo-SP Brazil 01435-001 Tel: +55 11 4550-3471 Email: contato@mullerchebatt.com.br Web: www.mullerchebatt.com.br
17 CHAMBERS.COM
Page i Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19 Page 20 Page 21 Page 22 Page 23 Page 24 Page 25 Page 26 Page 27 Page 28 Page 29 Page 30 Page 31 Page 32 Page 33 Page 34 Page 35 Page 36 Page 37 Page 38 Page 39 Page 40 Page 41 Page 42 Page 43 Page 44 Page 45 Page 46 Page 47 Page 48 Page 49 Page 50 Page 51 Page 52 Page 53 Page 54 Page 55 Page 56 Page 57 Page 58 Page 59 Page 60 Page 61 Page 62 Page 63 Page 64 Page 65 Page 66 Page 67 Page 68 Page 69 Page 70 Page 71 Page 72 Page 73 Page 74 Page 75 Page 76 Page 77 Page 78 Page 79 Page 80 Page 81 Page 82 Page 83 Page 84 Page 85 Page 86 Page 87 Page 88 Page 89 Page 90 Page 91 Page 92 Page 93 Page 94 Page 95 Page 96 Page 97 Page 98 Page 99 Page 100 Page 101 Page 102 Page 103 Page 104 Page 105 Page 106 Page 107 Page 108 Page 109 Page 110 Page 111 Page 112 Page 113 Page 114 Page 115 Page 116 Page 117 Page 118 Page 119 Page 120 Page 121 Page 122 Page 123 Page 124 Page 125 Page 126 Page 127 Page 128 Page 129 Page 130 Page 131 Page 132 Page 133 Page 134 Page 135 Page 136 Page 137 Page 138 Page 139 Page 140 Page 141 Page 142 Page 143 Page 144 Page 145 Page 146 Page 147 Page 148 Page 149 Page 150 Page 151 Page 152 Page 153 Page 154 Page 155 Page 156 Page 157 Page 158 Page 159 Page 160 Page 161 Page 162 Page 163 Page 164 Page 165 Page 166 Page 167 Page 168 Page 169 Page 170 Page 171 Page 172 Page 173 Page 174 Page 175 Page 176 Page 177 Page 178 Page 179 Page 180 Page 181 Page 182 Page 183 Page 184 Page 185 Page 186 Page 187 Page 188 Page 189 Page 190 Page 191 Page 192 Page 193 Page 194 Page 195 Page 196 Page 197 Page 198 Page 199Powered by FlippingBook