Understand key transaction structure and timing considerations associated with an M&A transaction when there has been an accepted PPP loan.
Since a large number of companies have applied for and received Paycheck Protection Program (PPP) loans during the COVID-19 crisis, many M&A transactions undertaken in 2021 will involve a target with an outstanding or recently forgiven PPP loan. A PPP loan raises a number of issues for consideration in an M&A transaction, ranging from transaction structure and timing considerations to specific topics for due diligence, new purchase price points to be negotiated, and the impact of key provisions of the purchase agreement. This material will provide M&A participants with background on the PPP program, an understanding of the key timing, consent, and transaction structure considerations raised by PPP loans, and the knowledge to issue spot and negotiate new purchase agreement points.
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Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
Background on the Paycheck Protection Program
- Loan Terms and the Necessity Certification
- Eligibility and Implementation Issues
- The Loan Forgiveness Process
Consent and Overall Transaction Considerations
- Lender Approval vs. SBA Approval
- Transaction Timing Consideration
- Other Transaction Considerations
Due Diligence Considerations
- PPP Compliance
- Affiliation Issues
Purchase Agreement Considerations
- Representations and Warranties
- Covenants
- Purchase Price Adjustments
- Earnout Provisions
- Indemnification
- Rep and Warranty Insurance Provisions
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on April 22, 2021.
Call 1-866-352-9540 for further credit information.
- Arizona CLE 1.0
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- VT CLE 1.0
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
David C. Jenson
Stinson LLP
- Partner in the Corporate Finance Division of Stinson LLP, an AmLaw 200 firm based in the Midwest with a national scope
- Co-chair of the M&A Practice Group
- Practice focuses on M&A and other strategic corporate transactions for financial and strategic acquirers, as well as sell-side representation of private and family businesses
- Represented clients in a number of M&A transactions involving PPP loans; and has also advised clients on PPP matters, including affiliation analysis and eligibility considerations and compliance and loan forgiveness matters
- J.D. degree, magna cum laude, University of Minnesota Law School; B.A. degree, summa cum laude, University of North Dakota
- Can be contacted at 612-335-1464 or [email protected]
Jonathan B. Vessey
Stinson LLP
- Partner in the Corporate Finance Division of Stinson LLP and chair of the firm’s Private Equity Practice Group
- Extensive mergers and acquisitions experience representing both private equity funds and strategic clients as buyers and sellers in a wide variety of industries
- Counsels family offices and investment funds on investment transactions, including complex structuring issues relating to debt and equity raises
- During the COVID-19 crisis, used this experience to assist clients in properly structuring their investments and acquisitions and avoiding the potential PPP pitfalls that could arise
- Extensive experience with representations and warranties insurance, which he has used to help clients navigate PPP- and COVID-19-related issues when considering R&W insurance for their transactions
- J.D. degree, New York University School of Law; A.B. degree, magna cum laude, Harvard College
- Can be contacted at 612-335-1940 or [email protected]
Gerald D. Weidner
Stinson LLP
- Partner in the Banking and Financial Services Division of Stinson LLP; assists clients in a broad array of lending, finance, real estate, and corporate transactions
- Advises lenders, borrowers, investors, landlords, and tenants in lending and real estate transactions
- Member of Stinson's COVID-19 Task Force and is a co-author of numerous articles relating to the Paycheck Protection Program
- Recent experience includes advising lenders and borrowers with respect to the Paycheck Protection Program, the Main Street Lending Program, and other financial assistance under the CARES Act
- J.D. degree, University of Missouri-Columbia School of Law; B.S. degree, University of Missouri-Columbia
- Can be contacted at 816-691-2756 or [email protected]
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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