Lender Registration Open and Documents Available for Main Street Loan Programs

The Federal Reserve Bank of Boston announced the opening of the Lender Registration portal for the Main Street Loan Program on June 15, 2020. Lenders can start the registration process at the program’s lender portal by creating a lender account. Program agreements are also available now. 

At a speech given on June 19, 2020, Eric Rosengren, President of the Federal Reserve Bank of Boston, indicated that as of June 18, 2020, more than 200 financial institutions, large and small, had initiated registration to be lenders under the Main Street Program. 

Lenders must submit two documents prior to participating in the Main Street Lending Programs: (1) the Main Street Lending Program Lender Registration Certification and Covenants and (2) the Lender Wire Instructions Direction.

The Fed has also posted the Main Street Program agreements that Lenders will use for each Main Street loan, including:

• Participation Agreement – wherein the Main Street SPV purchases a 95% participation in an Eligible Loan.
• Transaction Specific Certifications and Covenants – wherein the Lender certifies that the transaction satisfies specific requirements, including those in Appendix A of the FAQs.¹ 
• Co-Lender Agreement – which provides the necessary agency and operational mechanics to accommodate multiple lenders in a bilateral facility.  
• Servicing Agreement – which sets forth the 0.25% annual servicing fee the Main Street SPV will pay the Lender. 
• Assignment Executed in Blank – an advance consent to elevate the SPV from a participant to an assignee in prescribed circumstances. 
• Borrower Certifications and Covenants – Borrower certifications required to participate in the Main Street Loan program.²

Lenders may use their preferred form of loan documents to evidence the Main Street loan financial terms, collateral security and other agreements and provisions binding on borrowers under the Main Street Loan Program.

The loan documentation should include LIBOR fallback language considering the five-year term of Main Street loans and the required assumption that LIBOR will not be available after December 2021. The Fed has not provided LIBOR fallback language and we do not expect that specific LIBOR transition provisions will be required in order to participate in Main Street loans. 

Lender Next Steps:

• Complete program registration:  
  
  • Review the lender certifications required to register.
  • Identify whether there are any “Covered Individuals” (related to the President, other executive branch members, Congress or family) under the reasonable diligence standard in FAQ H.11. 
• Review Main Street Loan agreements and FAQs posted on the lender portal: 
  
  • Resolve any questions that are identified in the review.  
  • Review supervisory expectations for Main Street Loans. See in particular FAQ K.4 and newly released K.5 pertaining to Lender’s lending limit.
• Identify Lender’s preferred loan documentation:
  
  • Assess LIBOR transition language used by Lender in existing loan agreements and update to accord with Best Practices of Alternative Reference Rate Committee and ISDA. Expect additional information from ARRC and ISDA in 3rd quarter 2020.
  • Identify how adjusted EBITDA (Earnings Before Interest Taxes and Depreciation) has been calculated by the Lender for different categories of borrowers in the past and choose a consistent methodology to apply to borrowers’ applications in respect to the leverage to EBITDA test that is used to determine eligibility for Main Street loans. 
• Evaluate current derivative portfolio and agreements and determine if changes should be made if Main Street loans were added to the loan portfolio.
• Determine to what extent to participate in the Main Street Loan program, whether for new customers, existing customers or not at all?

For additional information on the Main Street Lending Program, visit the Foley Insights blog on the program.  

Foley assists lenders, investors and borrowers in navigating the requirements of the Main Street Loan Program, the Payroll Protection Program and other COVID-19 programs and legal requirements. Our multi-disciplinary and multi-jurisdictional teams advance our clients’ interests in meeting the legal and business challenges that the coronavirus outbreak has created for stakeholders. Click here for Foley’s Coronavirus Resource Center to stay apprised of relevant developments, insights and resources to support your business. To receive this content directly in your inbox, click here and submit the form.

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¹ https://www.bostonfed.org/-/media/Documents/special-lending-facilities/mslp/legal/msnlf-lender-transaction-specific-certifications-and-covenants.pdf</a>; https://www.bostonfed.org/-/media/Documents/special-lending-facilities/mslp/legal/msplf-lender-transaction-specific-certifications-and-covenants.pdf</a>; https://www.bostonfed.org/-/media/Documents/special-lending-facilities/mslp/legal/mself-lender-transaction-specific-certifications-and-covenants.pdf

²  https://www.bostonfed.org/-/media/Documents/special-lending-facilities/mslp/legal/msnlf-borrower-certifications-and-covenants.pdf</a>; https://www.bostonfed.org/-/media/Documents/special-lending-facilities/mslp/legal/msplf-borrower-certifications-and-covenants.pdf</a>; https://www.bostonfed.org/-/media/Documents/special-lending-facilities/mslp/legal/mself-borrower-certifications-and-covenants.pdf