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The Curious Case of Pro Bono Financing

Introduction

In recent years, the Gulf Cooperation Council’s (GCC) corporate credit landscape has undergone a vital shift. Traditional lenders — long the backbone of regional corporate financing — are increasingly selective in deploying capital, particularly in segments that fall outside conventional risk parameters. This evolution reflects tighter regulatory scrutiny, more disciplined risk management frameworks, and lessons learned from past credit cycles.

At the same time, private credit has been gaining traction across the region. While still developing relative to more mature markets, it is increasingly being deployed across a broad range of opportunities, particularly in performing and near‑performing segments such as small and medium‑sized enterprises (SME), early‑growth companies, and sectors where traditional bank financing does not fully meet market demand. In these contexts, private capital is not a replacement for banks, but a complementary source of flexible and tailored financing.

Globally, private credit has evolved into an asset class estimated at over  $1.6 trillion, with growing allocations from regional institutional investors. In the GCC, this growth is most visible in underserved SME and mid‑market segments, which account for the majority of businesses yet continue to face structural funding gaps. Beyond these performing segments, however, lies a more complex and far less penetrated opportunity set: the financing of distressed companies. 

The Distressed Opportunity

The GCC distressed market presents a significant, albeit underdeveloped, opportunity. Across the region, a meaningful stock of underperforming exposures exists, whether formally classified as non-performing or showing early signs of stress. Despite this, appetite for new lending into such situations remains limited among traditional financial institutions, even where they already have exposure.

This is not without reason. Distressed financing introduces a different set of considerations, including heightened credit risk, uncertainty around collateral enforceability, varying legal frameworks, and the need for active governance and oversight. In many cases, existing shareholders are unable or unwilling to inject additional capital, further widening the funding gap. As a result, companies that retain underlying operational value often find themselves constrained, not by the absence of a viable business, but by the lack of appropriately structured capital to stabilize and reposition the business. It is within this gap that private credit, particularly special situations and distressed-focused investors, has the potential to play a more prominent role.

Understanding Stakeholder Dynamics

Distressed situations are inherently multistakeholder environments, where interests are not always aligned. Understanding these dynamics is critical to unlocking a viable transaction:

  1. Existing lenders are primarily focused on capital preservation and maximizing recovery. Their decisions are typically impacted by provisioning levels, governance requirements, and the need to demonstrate prudent risk management and long-term viability.
  2. Shareholders, on the other hand, particularly family-businesses, are often focused on saving a legacy, retaining control if possible, preserving long-term upside and addressing personal guarantees and other obligations.
  3. Private capital providers approach the situation from a different lens altogether. They might be willing to take on higher risk, but only where the return profile justifies it and there are adequate governance and a sustainable turnaround/exit play. This typically involves a combination of discounted entry points, enhanced protections that limit downside, and participation in future upside through structured instruments.

Bringing these perspectives together is not straightforward. Each party enters the process with its own expectations, constraints, and definitions of success.

No Such Thing as Free Money

It is often in this context that the misconception of a “white knight” investor emerges. There is a tendency to assume that new capital will step in to resolve the situation without materially impacting existing stakeholders. In practice, there is no such thing as pro bono financing in distressed situations. Every source of capital is priced against risk, complexity, and uncertainty. For a transaction to materialize, all parties must adopt a realistic and commercial mindset. When private funds step into distressed situations, it can look like a lifeline for companies that banks will not touch. But anyone who has worked through one of these deals knows the terms are rarely simple, and the trade-offs run deep:

  1. For existing lenders, this may mean accepting a discount, waiving or sharing some securities, or stricter restructuring terms to facilitate new money entry and maximize long-term recovery.
  2. For shareholders, it may involve dilution, loss of control, and the introduction of stronger governance frameworks and changes to existing management teams and board of directors.
  3. For new investors, it requires navigating operational challenges, legacy issues, quality of securities, familiarity with new jurisdictions, enforcement laws, and execution risk that comes hand in hand with this type of opportunity. This also requires a careful but realistic balance of the risk-reward equation.

These outcomes are not driven by compromise for its own sake, but by the recognition that value can only be preserved and enhanced through alignment.

When the Baton Changes Hands

At the core of any funded restructuring lies a fundamental question: At what valuation does the baton change hands?

For new capital to enter, the economics must reflect both downside protection and upside potential. This often necessitates a reset in expectations. In this context a debt haircut often becomes a key enabler of the transaction — realigning the capital structure rather than serving as a point of contention.

When structured effectively, such transitions can create a more sustainable capital structure. Existing lenders gain visibility on recovery, new investors establish a risk-adjusted entry point, and the business is repositioned with the financial and operational support required for recovery.

In this sense, restructuring is not a zero-sum outcome but a reallocation of risk and reward across stakeholders, aligned with their respective roles and capabilities.

From Dead Horse to Workhorse

The “Dead Horse Theory” in management folklore mocks the futility of persisting with failed endeavours. Yet in the world of distressed investing, the metaphor deserves revision. Many so-called dead horses are not lifeless; they are simply exhausted, mismanaged, or underfed. Businesses perceived as “dead” are in reality undercapitalized, misaligned, or operating without the necessary governance structures.

In the GCC, a solution often involves combining international restructuring and investment practices with strong local operational expertise. Investors bring structuring discipline, risk frameworks, and execution experience, while local stakeholders contribute market knowledge, relationships, and operational continuity. When these elements are aligned within a well-governed and transparent framework, the outcome can be transformative, turning a distressed asset into a viable and productive enterprise. It is worth noting however that without clear governance, transparency, and aligned incentives, even fresh capital will not fix the problem and even the most promising infusion of capital risks becoming another futile attempt to ride the same tired horse.

Conclusion

The evolution of private credit in the GCC reflects a broader shift in how capital is being deployed across the region. While its role in performing segments continues to expand, its application in distressed situations remains an emerging but critical frontier.

Bridging this gap requires more than capital. It requires realistic expectations, disciplined structuring, and effective coordination among stakeholders. When these elements are aligned, restructuring moves beyond short‑term survival and becomes a platform for sustainable recovery.

Advisors play an important role in this process, supporting management teams in developing credible business plans, aligning stakeholders, and structuring solutions that balance recovery with return.

Ultimately, the “curious case of pro bono financing” serves as a reminder that sustainable outcomes are not driven by the hope of a white knight rescue, but by a realistic assessment of risk-rewards and realignment of expectations amongst various stakeholders.

With the right approach, even the most challenged businesses can be repositioned as workhorses capable of delivering long-term value to all stakeholders — old and new.

© Copyright 2026. The views expressed herein are those of the author(s) and not necessarily the views of Ankura Consulting Group, LLC., its management, its subsidiaries, its affiliates, or its other professionals. Ankura is not a law firm and cannot provide legal advice. 

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