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Dan Burd can be reached at or 202.434.4673.

On June 15, 2020, the Federal Reserve Bank of Boston (FRBB) announced that the Main Street Lending Program (MSLP) is now open for lender registration and encouraged eligible lenders to start making MSLP loans “immediately.” The MSLP is not yet fully operational, as the Federal Reserve’s special purpose vehicle (Main Street SPV) is not ready to purchase participations from lenders under the program; however, it is anticipated that the FRBB will open its loan intake portal in the coming days.

Accordingly, eligible lenders that propose to make loans under one or more of the MSLP facilities (the Main Street New Loan Facility (MSNLF), the Main Street Priority Loan Facility (MSPLF), and the Main Street Expanded Loan Facility (MSELF)) should now register for the MSLP in order to avoid delay in their participation in loans to the Main Street SPV once the loan intake portal opens. A link to the FRBB’s lender registration page is here.

Continue Reading Main Street Lending Program Now Open for Lender Registration

On June 8, 2020, the Federal Reserve Board (Federal Reserve or FRB) announced a number of changes to the terms and conditions for three Main Street Lending Program (MSLP) facilities: the Main Street New Loan Facility (MSNLF), the Main Street Priority Loan Facility (MSPLF), and the Main Street Expanded Loan Facility (MSELF). The Federal Reserve anticipates lender registration to be open in the coming days.

In response to feedback received from industry groups and others, the Federal Reserve made the following changes to the MSLP, which will make the program available to more small and medium-sized businesses:

  • Reducing the minimum loan size for the MSNLF and MSPLF from $500,000 to $250,000
  • Increasing the maximum loan size for all facilities
  • Increasing the term of each loan option from four to five years
  • Deferring the initial principal payments for two years, rather than one
  • Reducing the lenders’ risk retention in the MSPLF from 15% to 5%; as a result, the MSLP special purpose vehicle will purchase a 95% participation in qualifying loans under all three facilities

Continue Reading Main Street Lending Program — Revised June 8 Term Sheets

On May 27, 2020, the Federal Reserve Bank of Boston (FRBB) released the legal forms and agreements for eligible borrowers and eligible lenders to participate in the Main Street Lending Program (MSLP). The FRBB also published updated Frequently Asked Questions (FAQs), which include numerous new questions and answers regarding eligibility, loan terms and conditions, borrower certifications and covenants, regulatory requirements and reporting, and other issues.

On April 30, 2020, the Federal Reserve Board (Federal Reserve) had issued the terms and conditions for three MSLP facilities: the Main Street New Loan Facility (MSNLF), the Main Street Priority Loan Facility (MSPLF), and the Main Street Expanded Loan Facility (MSELF). Copies of all documents can be found on the FRBB’s Main Street Lending Program Forms and Agreements webpage.

In the May 27 release, the term sheets for the three MSLP facilities were not amended from the forms released on April 30, and the definitions of “Eligible Borrower” and “Eligible Lender” remain unchanged. An overview and summary of the previously issued term sheets, including eligible borrower and eligible lender requirements, can be found here. A list of covenants and commitments required to be made by eligible borrowers and lenders — including compliance with the CARES Act’s compensation, stock repurchase, and capital distribution restrictions — is also detailed.

Although the MSLP has not yet been launched, the documents, checklists, and revised guidance issued on May 27 appear to be final, subject to future Federal Reserve interpretation and refinement. Accordingly, eligible borrowers and eligible lenders should review the available guidance and documentation, and address potential issues surrounding the facilities’ terms and conditions with their counsel now. We expect that the Federal Reserve and FRBB will announce the program start date in the coming days.

Continue Reading Main Street Lending Program — Federal Reserve Bank of Boston Issues Required Forms and Revised Guidance

On April 30, 2020, the Federal Reserve Board (Federal Reserve) issued revised terms and conditions of its Main Street Lending Program (MSLP), which is expected to make approximately $600 billion in loans available for small and midsized businesses. The Federal Reserve’s announcement, including revised term sheets for the Main Street New Loan Facility (MSNLF) and the Main Street Expanded Loan Facility (MSELF); a new term sheet for a third loan facility, the Main Street Priority Loan Facility (MSPLF); and an extensive set of frequently asked questions (FAQs) can be found here. Brief summaries of each of the facilities are set forth below; a more comprehensive discussion of the final program, including the FAQs, will be provided in a subsequent alert.

Note that the MSLP is not yet operational; the Federal Reserve is expected to announce the start date in the near future. Pending the program’s official launch, prospective borrowers are encouraged to contact their existing banks to confirm that they are Eligible Borrowers and that the banks will participate as lenders.

Continue Reading Federal Reserve Announces Revised Terms of Main Street Lending Program

The Federal Reserve Board’s (Federal Reserve) open comment period on its proposed Main Street Lending Program (MSLP) ended on April 16, 2020. Hundreds of comments raising concerns and recommendations about the MSLP were submitted by companies, lenders, and industry groups, as well as by members of Congress. A number of the key concerns, which have been echoed by other commenters, were summarized by the US Chamber of Commerce (Chamber) in its comment letter to the Federal Reserve and the US Department of the Treasury. These recommendations include:

  • Increasing the loan term beyond four years.
  • Decreasing the minimum loan size.
  • Modifying employee and revenue thresholds.
  • Including US branches or affiliates of non-US institutions as Eligible Lenders.
  • Clarifying the reasonable efforts an eligible borrower must take to maintain its payroll and retain its employees.
  • Adjusting the current definition of EBITDA based on GAAP.
  • Easing restrictions that prohibit eligible borrowers from paying dividends to shareholders or engaging in stock repurchases.
  • Reconsidering the use of the secured overnight financing rate (SOFR) at the onset of the loan.
  • Expanding eligible loans under the Main Street Expanded Lending Facility beyond those anchored on preexisting term loans.
  • Clarifying the material terms of the participation agreement for the Special Purpose Vehicle.

Continue Reading MSLP Alert: End of Federal Reserve’s Comment Period, and Next Steps


On April 9, 2020, the Department of the Treasury (Treasury) and the Federal Reserve Board (Federal Reserve) announced several additional initiatives aimed at promoting maximum employment and stabilizing the economy, including the Main Street Lending Program. The Main Street Lending Program, which implements separate provisions of the CARES Act authorizing the establishment of an emergency loan program for midsize businesses and of a main street lending program, establishes new loan facilities for small and midsize businesses with up to 10,000 employees or with revenues less than $2.5 billion. The Federal Reserve announcement, which provides preliminary details and term sheets regarding the Main Street Lending Program, can be found here. As explained further below, these loans can be either new loans or expanded existing loans, with terms of up to four years and with principal and interest payments deferred for one year.

Importantly, the Main Street Lending Program as announced does not specify a minimum number of employees for borrowers — the 500-employee floor stated in the CARES Act for the midsize lending facility has been omitted. In addition, the announcement expressly states that companies that borrow from the Small Business Administration’s Paycheck Protection Program (PPP) may also participate in the Main Street Lending Program.

Continue Reading Treasury and Federal Reserve Announce Details of $600 Billion Main Street Lending Program for Small and Midsize Businesses

Title IV of the Coronavirus Aid, Relief and Economic Security Act (CARES Act) passed by Congress on March 27, 2020 provides significant, although temporary, regulatory relief to banks, savings institutions and their customers.

The key bank regulatory relief provisions of the CARES Act are the following:

  • Grant of Authority to FDIC for Unlimited Guarantee of