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For much of 2026, private credit’s attention has rightly settled on default rates, redemption gates, and the reliability of net asset values in semi-liquid vehicles. I take none of these concerns lightly. Yet each speaks to how often loans will fail, not to what failure places in a lender’s hands. In healthcare, I believe the turn of the cycle will bring a subtler question to the fore, one the market has only begun to ask: When a loan fails, what, precisely, has the lender acquired?
In my experience, the answer is frequently less than the lender supposed. On occasion, it is something the lender has no legal right to hold.
That distinction is poised to become a defining variable in healthcare credit, and it is not yet consistently reflected in the recovery assumptions that inform portfolio valuations. The lenders who prevail, in my view, will not be distinguished by how conservatively they lent, but by how skillfully they can steward what distress obliges them to own.
Healthcare’s ascent to prominence in private credit rested on premises that bore every hallmark of prudence. Its demand is largely indifferent to the business cycle. Its reimbursement appeared to carry the quasi-sovereign dependability of Medicare and the nation’s largest commercial insurers. Its fragmented markets seemed to invite consolidation almost by design, and sponsors answered with a steady procession of add-on acquisitions.
What emerged was concentration in the guise of defensiveness. By the first quarter of 2026, healthcare accounted for roughly 22% of US direct-lending issuance, the largest share of any sector. Through 2025, it alone among major industries was spared meaningful spread compression, clearing near 500 basis points over SOFR. The market reasonably took that steadiness as a verdict on quality. I would suggest it also reflected a risk not yet fully priced.
That risk resides in the character of the collateral itself. When a software company falters, its creditors may foreclose on code, contracts, and a brand: inconvenient property, but property nonetheless. The value of a physician platform lies elsewhere. It rests in licenses vested in individual clinicians, in provider numbers conferred by federal and state authorities, in payer agreements that may lapse upon a change of control, and in the allegiance of professionals entirely free to practice elsewhere. Examined closely, the enterprise value against which the loan was extended is a constellation of permissions, granted by regulators, payers, and practitioners. Not one was ever granted to the lender.
For a decade, the distinction remained largely academic, as abundant sponsor equity and a long era of near-zero rates meant that remedies were seldom exercised. That era has drawn to a close.
The backdrop is, by now, familiar. Fitch’s US private-credit default rate reached a record 6.0% in the second quarter, and healthcare’s rate rose in step. More than half of that quarter’s default events were maturity extensions: distress deferred rather than resolved. In September, the Federal Reserve raised rates when many had anticipated relief, and most of its members project tighter policy through the close of 2027. Floating-rate borrowers who counted on a reprieve are unlikely to receive one.
The funding base faces pressures of its own. Redemption requests at nontraded business development companies reached 10.5% of shares in the second quarter, against payouts of 4.4%. Vehicles contending with sustained withdrawals may in time sell loans, and those transactions will furnish the market with additional, observable reference points for valuation.
Beneath all of this lies a fiscal shock peculiar to healthcare. The 2025 reconciliation law is projected to reduce federal Medicaid spending by an estimated $911 billion over a decade. Eligibility restrictions take effect on Oct. 1, 2026, and work requirements in January 2027; lost coverage typically reaches provider revenue two or three quarters later. My own expectation is that private-credit defaults will crest at 7% to 8% in mid-2027, with Medicaid-dependent services well into double digits.
The industry’s customary remedy is the out-of-court restructuring, in which lenders exchange debt for equity, contribute fresh liquidity, and extend the sponsor a mutual release. Such transactions are becoming commonplace across the sector. Healthcare’s creditors are steadily becoming its owners, whether or not they have fully reckoned with what ownership will ask of them.
What the market has yet to fully internalize is that the state now holds a seat at the foreclosure. More than a dozen states review healthcare transactions before they close, and many of those statutes are drawn broadly enough to encompass a lender that takes control of a provider. The waiting periods are anything but ceremonial. New York requires 30 days’ notice; Washington, 60; Indiana and California, 90. Oregon requires 180 days, and this year conditioned its approval of one private-equity acquisition on continued Medicaid participation.
California’s draft regulations would require notice whenever an investor acquires an interest of 5% or more in a provider’s debt, equity or liabilities, or secures operational veto rights. Read literally, the requirement reaches beyond foreclosure and into the protective covenants of an otherwise unremarkable loan.
Consider, then, a lender confronting a distressed behavioral-health platform in Oregon. It cannot simply foreclose and begin the repair work. It may be required to file notice and wait six months as liquidity recedes, only to receive approval conditions that may constrain operational changes contemplated in a turnaround plan. The remedy endures in the documents; in practice it arrives later, and at greater cost, than most anticipated. Few of the recovery models I have reviewed fully account for it.
Oregon’s 2025 statute has effectively closed the state to the conventional management-services model and will reach existing arrangements beginning in 2029. California now prohibits investor interference in clinical judgment; a management company that sues a physician for declining a corporate protocol should not expect to prevail. Legislation introduced on Sept. 16, 2026 would prohibit the corporate practice of medicine nationwide. I do not expect it to pass in this Congress, but it nevertheless signals continued regulatory scrutiny of investor involvement in physician platforms. A lender that takes control of a physician platform inherits the regulatory exposure its sponsor could no longer bear and does so as perhaps the least sympathetic owner imaginable: a financial institution holding a medical practice because a loan failed.
Transaction review is merely the most conspicuous constraint; in my experience, four others warrant equal attention:
The first is enrollment. A Medicare provider agreement ordinarily survives a transfer of corporate stock, but not every structure preserves it. Home health and hospice agencies are subject to a rule that may require new enrollment and a fresh survey following a change in majority ownership within 36 months. Control taken through the wrong entity may interrupt the very cash flows that justified intervening in the first place.
The second is the clinicians themselves. In practice, revenue follows individual clinicians and restrictive covenants weaken over time. A change of control communicated without care invites departures, most readily among those with the most attractive alternatives.
The third is the payer. Commercial contracts frequently contain change-of-control or anti-assignment provisions. Medicaid managed-care plans, contending with membership losses of their own, have begun to suspend new provider contracting at precisely the moment a lender-owner most needs its agreements to hold.
The fourth is inherited liability. Exposure under the False Claims Act, demands for repayment of overpayments, and billing deficiencies all pass with the equity. A lender that has not conducted a thorough audit may find it has inherited a whistleblower’s grievance along with the business.
Each of these hazards is manageable. Few are addressed in the documentation most lenders executed between 2020 and 2023.
I do not counsel retreat; the dislocation ahead will offer some of the most compelling entry points of the decade. What I do counsel is that lenders complement the underwriting of cash flows with the underwriting of control. Four disciplines follow:
The first is to build control readiness into every amendment. Each waiver, extension, or PIK toggle represents the least expensive moment a lender will ever have to secure the rights it may one day require. Those rights range from deposit control over government receivables, through pre-executed stock powers and voting proxies, to collateral assignment of the management company’s right to replace physician owners. They should extend to the enrollment and payer systems through which cash flows, and to a covenant obliging the borrower to prepare regulatory filings in advance. Granting relief without them gives up much of the lender’s remaining leverage.
The second is to discount recoveries for regulatory time. A model that assumes control within 30 days, in a jurisdiction that requires 180 days’ notice, is not conservative; it is incomplete. Every healthcare credit should carry an estimated control date, set by the slowest filing in its footprint, with junior capital priced accordingly.
The third is to take control at the holding company rather than at the operating assets, unless a compelling reason dictates otherwise. A transfer of stock ordinarily preserves provider agreements, licenses, and payer contracts; a sale of assets invites their reassignment or re-approval. The exceptions, among them material compliance exposure, leases that must be rejected, and a fractured lender group, are best identified early rather than discovered under duress.
The fourth, and to my mind the most consequential, is to secure experienced industry operators well before they are needed. Every hazard I have described is, at bottom, a question of stewardship, and none yields to financial engineering alone. Retaining clinicians through a change of control, preserving payer relationships, negotiating conditions with a state regulator, and remediating billing practices before they harden into liabilities are operating disciplines, cultivated over careers spent running healthcare businesses. Operators of that depth confer on a lender-owner credibility with regulators and clinicians that no balance sheet can supply, and they can distinguish a business worth rebuilding from one best sold. I have come to regard them as the single most effective answer to the burden of ownership. A lender that assumes control of a healthcare enterprise without such leadership in place has acquired a liability rather than an asset. The best-prepared managers will have assembled a bench of seasoned operators by subsector, ready to join a board or assume the chief executive’s chair the moment credit falters.
I would close with a word to the limited partners and wealth platforms that sustain this market. Ask your managers: For each healthcare borrower, how many days would it take to assume control, what must be filed to do so, and who would lead the enterprise thereafter? A manager able to answer with precision has underwritten the loan. One who cannot may, in effect, have underwritten the sponsor, the party most likely to depart when the credit turns.
By the middle of 2027, the market will have learned what its healthcare loans were truly secured by. I am convinced that those who prosper will not be those who kept their distance, but those who recognized, before necessity compelled them, that in healthcare the collateral is a permission, and who secured both the right to exercise it and the operators capable of doing so while each could still be had on favorable terms.
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