A highway to $600 billion in credit for small and mid-sized businesses
May 12, 2020 -
Responding to the COVID-19 outbreak, on April 9, 2020, the Federal Reserve Board announced details on several new lending facilities created by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), including the Main Street Lending Program.
While the Small Business Administration’s (SBA) Paycheck Protection Program (PPP) and Economic Injury Disaster Loan Program were aimed at smaller businesses, the Main Street Lending Program was established to purchase up to $600 billion in loans from eligible lenders to support lending to small and medium-sized businesses.
On April 30, 2020, following a period of public comment, the Federal Reserve Board published additional guidance and revisions to its Main Street Lending Program, expanding its scope and eligibility. The new guidance updates the Program as follows:
Main Street Loan Facilities
The Main Street Lending Program includes three types of loans: the Main Street New Loan Facility (MSNLF); the Main Street Priority Loan Facility (MSPLF); and the Main Street Expanded Loan Facility (MSELF).
The facilities share a number of features, including the eligibility criteria for borrowers and lenders, maturity, interest rate, deferral of principal and interest for one year, and ability of the borrower to prepay without penalty, but have other differences, including with respect to the level of pre-crisis indebtedness of an eligible borrower. A summary of these differences is shown in the table below.
Main Street New Loan Facility
Loan sizes for new Main Street loans (New Loans) will range from a minimum principal amount of $500,000 up to a maximum principal amount that is the lesser of (i) $25 million or (ii) an amount that, when added to the borrower’s existing outstanding and undrawn available debt, is less than or equal to four times the borrower’s 2019 adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA).
New Loans may not be, at the time of origination and during the term of the loan, junior in priority in bankruptcy to the borrower’s other unsecured loans or debt instruments.
Main Street Priority Loan Facility
Loan sizes for new Main Street priority loans (Priority Loans) will range from a minimum principal amount of $500,000 up to a maximum principal amount that is the lesser of (i) $25 million or (ii) an amount that, when added to the borrower’s existing outstanding and undrawn available debt, is less than or equal to six times the borrower’s adjusted 2019 EBITDA.
At the time of origination and at all times thereafter, a Priority Loan must be either senior to (or pari passu), or equal ranking with the borrower’s other non-mortgage loans or debt instruments in terms of priority and security. The borrowers may, at the time of origination of a Priority Loan, refinance existing debt owed by the borrower with a lender that is not the eligible lender under the Main Street Lending Program.
Main Street Expanded Loan Facility
The maximum size for the upsized tranche of any existing loans (Expanded Loans) will range from a minimum principal amount of $10 million up to a maximum principal amount that is the lesser of (i) $200 million, (ii) 35% of the borrower’s existing outstanding and undrawn available debt that is pari passu or equal ranking in priority with the loan and equivalent in secured status (i.e., secured or unsecured) or (iii) an amount that, when added to the borrower’s existing outstanding and undrawn available debt, is less than or equal to six times the borrower’s adjusted 2019 EBITDA.
To be eligible for upsizing, the existing term loan or revolving credit facility must have been originated on or before April 24, 2020, and must have a remaining maturity of at least 18 months. The lender may extend the maturity of an existing loan or revolving credit facility at the time of upsizing in order for the underlying instrument to satisfy the 18-month remaining maturity requirement.
At the time of upsizing and at all times thereafter, the Expanded Loan must be either senior to (or pari passu), or equal ranking with the borrower’s other non-mortgage loans or debt instruments in terms of priority and security.
Other Terms
All Main Street loans may be prepaid without penalty and will be subject to an adjustable interest rate of one-month or three-month LIBOR + 3%. Amortization on Main Street loans will be deferred for one year and no payments of principal or interest will be due during this period. Unpaid interest will be capitalized.
New Loans and Priority Loans may be secured or unsecured. An Expanded Loan must be secured if the underlying loan is secured. In such case, any collateral securing the underlying loan (at the time of upsizing or on any subsequent date) must secure the Expanded Loan on a pro rata basis, and, if the borrower defaults, the Main Street Program and lender(s) would share equally in any collateral available to support the loan relative to their proportional interests in the loan. The lenders can require borrowers to pledge additional collateral to secure an Expanded Loan as a condition of approval.
Unlike the popular PPP loans, Main Street loans will not be eligible for loan forgiveness. Borrowers of New Loans and Priority Loans will pay an origination fee to the lender of 1% of the principal amount of the applicable loan. Borrowers of the Expanded Loans will pay an upsizing fee to the lender of 0.75% of the principal amount of the Expanded Loan.
The Main Street Lending Program will cease participations on September 30, 2020 unless extended by the Treasury Department and the Federal Reserve.
Borrower Eligibility
Following are the criteria for eligibility for U.S. businesses to borrow from the Main Street Lending Program:
While SBA affiliation rules will apply to Main Street loans for purposes of determining whether the number of employees and/or 2019 revenues of the borrower business, a number of businesses (including, in some cases, private equity-owned and venture capital-owned firms) that were ineligible for PPP loans should be able to participate in the Main Street Lending Program, provided they satisfy other eligibility requirements, including the leverage restrictions described above. Additionally, much of the real estate industry should be able to participate in the Main Street Lending Program.
Nonprofit entities continue to be ineligible for Main Street loans. The Federal Reserve, however, acknowledged the unique needs of nonprofit organizations and indicated that the Federal Reserve and the Treasury Department will be evaluating the feasibility of adjusting the borrower eligibility criteria and loan eligibility metrics of the Main Street Lending Program for nonprofit entities.
Borrower Certifications
Various borrower certifications will be required in connection with each Main Street loan, including the following:
The Federal Reserve indicated that each borrower that participates in the Main Street Lending Program should make commercially reasonable efforts to maintain its payroll and retain its employees during the term of the loan. The Federal Reserve further clarified, in its Main Street Lending Program Frequently Asked Questions, published on April 30, 2020, that a borrower should undertake good-faith efforts to maintain payroll and retain employees, in light of its capacities, the economic environment, its available resources, and the business need for labor. Borrowers that have already laid off or furloughed workers as a result of the disruptions from COVID-19 remain eligible to apply for Main Street loans.
Information Disclosure
The Federal Reserve will disclose information regarding the Main Street loans during the operation of Main Street Lending Program, including information regarding names of lenders and borrowers, amounts borrowed and interest rates charged, and overall costs, revenues, and other fees. The Federal reserve also will disclose information concerning the Main Street Lending Program one year after the effective date of the termination of the authorization of the Main Street Lending Program.
The disclosure will include names and identifying details of each participant in the Main Street Lending Program, the amount borrowed, the interest rate or discount paid, and information concerning the types and amounts of collateral pledged or assets transferred in connection with participation in the Main Street Lending Program.
Loan Application
The Federal Reserve will publicly issue a loan participation agreement form, borrower and lender certifications form, and other form agreements that are necessary to implement the Program in accordance with the term sheets.
Once the Program is operational, small and medium-sized businesses interested in the Program can apply for Program loans by contacting an eligible lender. A description of eligible lenders can be found in the Program term sheets.
Program Launch Date and Updates
Updates regarding the Main Street Lending Program, including the official launch date and the time and date at/on which the Federal Reserve will begin purchasing participations in Main Street loans, will be made available on the Federal Reserve’s website. In addition, term sheets for the three types of Main Street loans and a frequently asked questions document can be found on the Federal Reserve’s website: http://www.federalreserve.gov/monetarypolicy/mainstreetlending.htm.
This information may answer some questions, but is not intended to be a comprehensive analysis of the topic. In addition, such information should not be relied upon as the only source of information; professional tax and legal advice should always be obtained.