This paper analyzes the incentives of credit banks and firms that face financial crisis, focusing on their debt-equity swaps. Empirical analyses show that firms with larger asset sizes, higher debt ratios, lower debt coverage ratios, lower ownership by largest shareholder, and smaller fixed assets tend to implement debt-equity swaps. It also shows that banks with lower BIS ratios and higher loan concentration prefer debt-equity swaps as a way of restructuring failing corporate customers. These results provide an indirect evidence that supports too-big-to-fail hypothesis in corporate loan market.