Some Strings Attached: Main Street Lending Program And Private Company M&A

The Main Street Lending Program, intended to provide credit support to small and medium sized businesses, became operational on July 6, 2020.¹ It includes many borrower-favorable economic terms, including a 5-year term, a low interest rate (capped at LIBOR + 3%), an interest payment deferral of 1 year and a principal payment deferral of 2 years, and a generally borrower-friendly amortization schedule.² However, the Main Street Lending Program possesses certain characteristics that could negatively affect an acquisition, sale or other strategic transaction.

Since making its initial announcement in March of 2020, the Federal Reserve has released a series of documents and Frequently Asked Questions ("FAQs") to shape and clarify the program details. This article discusses several Main Street Loan requirements (around affiliation, dealing with other debt, compensation, dividends/distributions and employee and payroll retention) that require special attention if an M&A