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The picture can't be displayed.
Main Street Lending Program
(MSLP)
Demystified
1
Webinar Logistics
−Listen only mode during the webinar
• Questions can be submitted at any time via the webinar console. We will do
our best to address all of the questions at the end of the session
• For any technical issues prior to the webinar, such as difficulty joining, audio
connection issues, contact GoToWebinar support team at 1-888-259-8414. If
already in session, please chat any technical issues via the webinar console
• Recorded webinar & CTP credits will be shared with you 2-3 business days
after the webinar
2
Today’s Presenters
Dory Malouf
Senior Principal Value Engineer
Kyriba
Cheryl Heskett
Senior Manager, Treasury
Deloitte
Carina Ruiz
Principal, Treasury
Deloitte
3
Discussion Agenda
How did we get here, why now?
The Fed Initiative
Types of Loans
Restrictions & Certifications
Leveraging Technology to Report, Track, & Analyze
4
The picture can't be displayed.
How did we get here,
why now?
5
Current Economic Crisis
Three Key Disruption Areas
Liquidity Financial Risk Operational Risk
6
The picture can't be displayed.
The Fed Initiative
7
How The $2.7TrillionBreaksDown1
• Loansize:Comprised of three lending facilities, combinedsizeof $600B
 New Loan Facility:loans from $250k to max $35m, or 4x 2019 adj. EBITDA
 PriorityLoan Facility: loans from $250k to max $50m, or 6x 2019 adj. EBITDA (can be used to refinance
existing debt owed to another lender)
 Expanded Loan Facility:Expand existing loans with an up upsized tranche of $10m to max of $300m, or 6x
2019 adj. EBITDA
• Participation:Fed will purchase 95% of all eligible loans; risk shared on pari passu basis
• Eligibleborrowers:Businesses with up to 15,000 Employees or under $5 billion in 2019 annual revenue, is
created or organized in the US or has significant operations in the US; non-profits are not eligible under current
terms
• Eligiblelenders:US insured depository institutions and US branches of FBO (criteria may be expanded in the
future to include non-banking institutions)
• Priorterms:Main Street will accept loans that were originated under the previously announced terms, if funded
before June 10, 2020
• Requirements
o Borrowers must certify they will “make commercially reasonable efforts” to maintainpayrolland retain
employees during the term of the loan
o Borrowers mustfollowcompensation, stock repurchase, and dividend restrictions as per CARES act
o Borrower mayonlyparticipate in one of the three MSLP facilities, and maynot participate in Primary Market
Corporate Credit Facility (PMCCF); however, a borrower can participate bothin PPP and MSLP and may
receive more than one loan under one MSLP facility (provided that the sum of loans does not exceed the
total amount of loan size per borrower)
o Lenders are expectedto conductan assessmentof each potential borrower’s financial condition leveraging
their own underwriting standards
o Note: Priority loan facility (MSPLF) can be used to refinance existing debt owed to another lender
• Timeline:Start Date TBD, tentatively early-June;End Date Sept30 (unless the program is extended by the FRB
and Treasury)
MainStreetLendingProgramOverview
FederalReserveInitiatives
Source: www.Federalreserve.gov
MainStreetLendingProgram
$ 6 0 0 b i l l i o n
Primaryand SecondaryMarketCorporateCredit
Facility(PMCCF)
$ 7 5 0 b i l l i o n
TermAsset-BackedSecurities
LoanFacility
$ 1 0 0 b i l l i o n
PPP LendingFacility
$ 3 7 7 b i l l i o n i n i t i a l l y ,
w i t h a n o t h e r $ 3 2 0
b i l l i o n o n A p r i l 2 1
MunicipalLiquidityFacility
$ 5 0 0 b i l l i o n
The Main Street Lending Program fills a cash flow need for middle-
market businesses
1 The illustration does not include an exhaustive list of lending facilities and funds to support economic relief and
the COVID-19 front lines
Source: www.Federalreserve.gov, Deloitte analysis
The information presented in this document is dated as of June 8, 2020 and may be subject to change
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Types of Loans
9
N E W L O A N F A C I L I T Y P R I O R I T Y L O A N F A C I L I T Y E X P A N D E D L O A N F A C I L I T Y
 Minimumis $250,000
 Maximumis i) lesserof $35MM,or ii) an amountthat, when added to the
borrower’s existing outstanding and committedbutundrawn debt, doesnot
exceedfourtimestheEBITDA1
 Minimumis $250,000
 Maximumis i) lesserof $50MM,or ii) an amountthat, when added to the
borrower’s existing outstanding and committedbutundrawn debt, doesnot
exceedsixtimestheEBITDA1
 Minimumis $10,000,000
 Maximumis i) lesserof $300MM,orii) an amountthat, whenadded to the
borrower’s existing outstanding and committedbutundrawn debt, doesnot
exceedsixtimestheEBITDA1
 Fed will purchase95% ofeligibleloans
 SPV & Eligible Lenderwill shareriskonparipassubasis
 Termof 5 years
 Principalpaymentsmaybe deferredfor two years, with paymentsof 15%,15%
and 70%dueat the end of years3-5respectively
 Interestpaymentsmay be deferredfor one year
 Fed will purchase95% ofeligiblePriorityloans
 SPV & Eligible Lenderwill shareriskonparipassubasis
 Includesmodified eligibility covenant regarding debtrepayment,allowing
borrowertorefinanceexistingdebtowedto another lender
 Termof 5 years
 Principalpaymentsmaybe deferredfor two years, and paymentsof 15%,15%and
70% willbe dueat the end of years3-5respectively
 Interestpaymentsmay be deferredfor one year
 Fed will purchase95% ofeligibleloans
 SPV & Eligible Lenderwill sharetherisksofthe upsizedtranche on a pari passu
basis (the upsidetranche lender is not required to be the samelender that
extendedthe loan, butmustexclusivelyretain the 5% of the upsizetranche)
 Termof 5 years
 Principalpaymentsmaybe deferredtwo years, and payments of 15%,15%and
70% willbe dueat the end of years3-5respectively
 Interestpaymentsmay be deferredfor one year
 Any collateralsecuringan Eligible Loan, whether suchcollateral was pledged
underthe original terms of the Eligible Loanor at the time of upsizing,willsecure
the loanparticipationonaproratabasis
 FacilityFee:The Lenderwill pay the SPV a facilityfeeof 100bpsofthe principal
amountpurchasedby the SPV, which maypass to the Borrower
 OriginationFee:The Borrower will pay the Lenderan originationfeeof100bpsof
the principal amount
 ServicingFee:The SPV will pay the Lendera servicingfeeof25bpsperannumof
the principal amountof its participation in the loan
 InterestrateofLIBOR+ 300 bps
 FacilityFee:TheLenderwill pay the SPV a facilityfeeof 100bpsofthe principal
amountpurchasedby the SPV, which maypass to the Borrower
 OriginationFee:TheBorrower will pay the Lenderan originationfeeof100bpsof
the principal amount
 ServicingFee:TheSPV will pay the Lendera servicingfeeof25bpsperannumof
the principal amountof its participation in the loan
 InterestrateofLIBOR+300 bps
 FacilityFee:TheBorrower will pay the Lender 75bpsof the principal amountof
the upsizedtranche of the loan atthe timeofupsizing
 OriginationFee:TheBorrower will pay the Lenderan originationfeeof75bpsof
the principal amount
 ServicingFee:The SPV will pay the Lendera servicingfeeof25bpsperannumof
the principal amountof its participation in the upsizedtranche of the loan
 InterestrateofLIBOR+ 300 bps
MSLP offers three types of loan facilities
Fees
Security
Loansize
Source : www.Federalreserve.gov , Deloitte analysis
1 If the Eligible Borrower’s EBITDA was not calculated, the lender must require the borrower to calculate its adjusted EBITDA using a methodology that the Eligible Lender has required to be used in other contexts for the Eligible
Borrower
Theinformationpresentedin thisdocument is dated as of June8, 2020 and may be subject to change
10
Restrictions &
Certifications
11
Main Street Lending: Borrower restrictions
Theinformationpresentedin thisdocument is dated as of June8, 2020 and may be subject to
change
Restriction Summary
Compensation
During the life of the loan, plus 12 months after the loan is no longer outstanding:
• Employees or officers with total compensation between$425,000and $3,000,000
• Total annual compensation must not exceed 2019 compensation amount (e.g. no raises, add. benefits).
• Severance pay or other benefits upon termination of employment may not exceed twice the 2019 compensation amount.
• Employees or officers with total compensation exceeding$3,000,000
• Total annual compensation must not exceed the sum of: $3 million + 50% of the 2019 compensation in excess of $3 million (e.g. potential decrease in compensation).
• Severance pay or other benefits upon termination of employment may not exceed twice the 2019 compensation amount.
• There are exceptions related to existing collective bargaining agreements.
StockRepurchases
During the life of the loan, plus 12 months after the loan is no longer outstanding:
• Borrower must commit not to repurchase its own, or its parent company’s, equity securities listed on a national securities exchange.
• There are exceptions related to existing contractual obligations.
Distributions
During the life of the loan, plus 12 months after the loan is no longer outstanding:
• Borrower must commit not to pay dividends or make other capital distributions with respect to common stock equivalents.
• There are exceptions related to S corporations or other tax pass-through entities.
EarlyRepaymentof OtherDebt/ LOC
Until the loan is fully repaid or the MSLF SPV holds an interest in the loan:
• Borrower must commit that it will not seek to cancel or reduce any of its committed lines of credit
• Borrower must commit that it will not repay the principal balance of, or pay any interest on, any debt, unless the principal or interest payment is mandatory and due
• There is an exception for the Priority Loan Facility where the Borrower at the time of origination can refinance existing debt with another lender to the Eligible Lender
U.S.useof proceeds
If the Borrower is a subsidiary of a foreign company, the Borrower must commit that the proceeds of the loan will not be used for the benefit of the Borrower’s foreign parents, affiliates, or
subsidiaries.
12
Main Street Lending: Borrower certifications
Theinformationpresentedin thisdocument is dated as of June8, 2020 and may be subject to
change
 Borrowermust be a solvent business prior to March13. 2020
 Borrowermust be organized in theUS, with significant operations in the US, and a majority of its employees based in the US
 Borrowermust have 15,000or fewer employees, or had 2019annual revenues of $5 bn or less
 Borrowermay not participatein other support pursuant to the CARES Act (withsome exceptions, e.g. PPP)
 Borrowermay not be an ineligible business as defined (e.g. NPO)
 Borrowermay not be a government official or family member (e.g. PODUS, Congress) with a controlling interest in the business
E l i g i b i l i t y
C e r t i f i c a t i o n s &
C o v e n a n t s
13
The picture can't be displayed.
Leveraging Technology to
Report, Track, & Analyze
Kyriba.com Copyright © 2020 Kyriba Corp. All rights reserved.
Key Focus Areas for Treasurers During the Crisis:
Treasurers are deploying active liquidity management technology to manage liquidity, financing, &
financial risk challenges
14
Cash Management(Liquidity)
Stress TestingFinancialOutlook
(Liquidity& CounterpartyImpact)
DebtConcerns& WorkingCapitalConcerns
Derivatives & RiskManagement
Kyriba.com Copyright © 2020 Kyriba Corp. All rights reserved.
What is the Active Liquidity Management?
Single source of truthinto yourcompany’s entire liquidity ecosystem
Expanding Value
For the CFO
Integrates Other
Internal Financial Technology
Treasury
Management
MeetingYour Core
TreasuryNeeds
Kyriba.com Copyright © 2020 Kyriba Corp. All rights reserved.16
Active Liquidity Network Benefits in a Nutshell
100%
VisibilityInto Global Cash & Liquidity
80%
Increase In Global Productivity
Via Cloud Automation
$0.01
Maximum Impact Of FX
VolatilityOn EPS
50%
Average Reduction In Idle Cash
70%
Increase In Ability To Work With Other Teams
On Strategic Initiatives
$55M
Free cash Flow Per $1B in Revenue from
Supply Chain Finance by Increasing Days
Payable Outstanding by 20 days (1)
Value EngineeringIn Summary: Invest in your success!
• Enable your organization to investigate, plan, execute and realize value from
digitally transforming your liquidity and payment management processes
into an insight-driven function.
Thank You
As a part of our continued efforts to serve treasury and finance leaders
across the globe, we have organized this COVID-19 Treasury Resource
Center, where you can find information and links to helpful resources.
Visit the resource center below:
https://www.kyriba.com/covid-19-resource-center/

Main Street Lending Program (MSLP) Demysitified

  • 1.
    0 The picture can'tbe displayed. Main Street Lending Program (MSLP) Demystified
  • 2.
    1 Webinar Logistics −Listen onlymode during the webinar • Questions can be submitted at any time via the webinar console. We will do our best to address all of the questions at the end of the session • For any technical issues prior to the webinar, such as difficulty joining, audio connection issues, contact GoToWebinar support team at 1-888-259-8414. If already in session, please chat any technical issues via the webinar console • Recorded webinar & CTP credits will be shared with you 2-3 business days after the webinar
  • 3.
    2 Today’s Presenters Dory Malouf SeniorPrincipal Value Engineer Kyriba Cheryl Heskett Senior Manager, Treasury Deloitte Carina Ruiz Principal, Treasury Deloitte
  • 4.
    3 Discussion Agenda How didwe get here, why now? The Fed Initiative Types of Loans Restrictions & Certifications Leveraging Technology to Report, Track, & Analyze
  • 5.
    4 The picture can'tbe displayed. How did we get here, why now?
  • 6.
    5 Current Economic Crisis ThreeKey Disruption Areas Liquidity Financial Risk Operational Risk
  • 7.
    6 The picture can'tbe displayed. The Fed Initiative
  • 8.
    7 How The $2.7TrillionBreaksDown1 •Loansize:Comprised of three lending facilities, combinedsizeof $600B  New Loan Facility:loans from $250k to max $35m, or 4x 2019 adj. EBITDA  PriorityLoan Facility: loans from $250k to max $50m, or 6x 2019 adj. EBITDA (can be used to refinance existing debt owed to another lender)  Expanded Loan Facility:Expand existing loans with an up upsized tranche of $10m to max of $300m, or 6x 2019 adj. EBITDA • Participation:Fed will purchase 95% of all eligible loans; risk shared on pari passu basis • Eligibleborrowers:Businesses with up to 15,000 Employees or under $5 billion in 2019 annual revenue, is created or organized in the US or has significant operations in the US; non-profits are not eligible under current terms • Eligiblelenders:US insured depository institutions and US branches of FBO (criteria may be expanded in the future to include non-banking institutions) • Priorterms:Main Street will accept loans that were originated under the previously announced terms, if funded before June 10, 2020 • Requirements o Borrowers must certify they will “make commercially reasonable efforts” to maintainpayrolland retain employees during the term of the loan o Borrowers mustfollowcompensation, stock repurchase, and dividend restrictions as per CARES act o Borrower mayonlyparticipate in one of the three MSLP facilities, and maynot participate in Primary Market Corporate Credit Facility (PMCCF); however, a borrower can participate bothin PPP and MSLP and may receive more than one loan under one MSLP facility (provided that the sum of loans does not exceed the total amount of loan size per borrower) o Lenders are expectedto conductan assessmentof each potential borrower’s financial condition leveraging their own underwriting standards o Note: Priority loan facility (MSPLF) can be used to refinance existing debt owed to another lender • Timeline:Start Date TBD, tentatively early-June;End Date Sept30 (unless the program is extended by the FRB and Treasury) MainStreetLendingProgramOverview FederalReserveInitiatives Source: www.Federalreserve.gov MainStreetLendingProgram $ 6 0 0 b i l l i o n Primaryand SecondaryMarketCorporateCredit Facility(PMCCF) $ 7 5 0 b i l l i o n TermAsset-BackedSecurities LoanFacility $ 1 0 0 b i l l i o n PPP LendingFacility $ 3 7 7 b i l l i o n i n i t i a l l y , w i t h a n o t h e r $ 3 2 0 b i l l i o n o n A p r i l 2 1 MunicipalLiquidityFacility $ 5 0 0 b i l l i o n The Main Street Lending Program fills a cash flow need for middle- market businesses 1 The illustration does not include an exhaustive list of lending facilities and funds to support economic relief and the COVID-19 front lines Source: www.Federalreserve.gov, Deloitte analysis The information presented in this document is dated as of June 8, 2020 and may be subject to change
  • 9.
    8 The picture can'tbe displayed. Types of Loans
  • 10.
    9 N E WL O A N F A C I L I T Y P R I O R I T Y L O A N F A C I L I T Y E X P A N D E D L O A N F A C I L I T Y  Minimumis $250,000  Maximumis i) lesserof $35MM,or ii) an amountthat, when added to the borrower’s existing outstanding and committedbutundrawn debt, doesnot exceedfourtimestheEBITDA1  Minimumis $250,000  Maximumis i) lesserof $50MM,or ii) an amountthat, when added to the borrower’s existing outstanding and committedbutundrawn debt, doesnot exceedsixtimestheEBITDA1  Minimumis $10,000,000  Maximumis i) lesserof $300MM,orii) an amountthat, whenadded to the borrower’s existing outstanding and committedbutundrawn debt, doesnot exceedsixtimestheEBITDA1  Fed will purchase95% ofeligibleloans  SPV & Eligible Lenderwill shareriskonparipassubasis  Termof 5 years  Principalpaymentsmaybe deferredfor two years, with paymentsof 15%,15% and 70%dueat the end of years3-5respectively  Interestpaymentsmay be deferredfor one year  Fed will purchase95% ofeligiblePriorityloans  SPV & Eligible Lenderwill shareriskonparipassubasis  Includesmodified eligibility covenant regarding debtrepayment,allowing borrowertorefinanceexistingdebtowedto another lender  Termof 5 years  Principalpaymentsmaybe deferredfor two years, and paymentsof 15%,15%and 70% willbe dueat the end of years3-5respectively  Interestpaymentsmay be deferredfor one year  Fed will purchase95% ofeligibleloans  SPV & Eligible Lenderwill sharetherisksofthe upsizedtranche on a pari passu basis (the upsidetranche lender is not required to be the samelender that extendedthe loan, butmustexclusivelyretain the 5% of the upsizetranche)  Termof 5 years  Principalpaymentsmaybe deferredtwo years, and payments of 15%,15%and 70% willbe dueat the end of years3-5respectively  Interestpaymentsmay be deferredfor one year  Any collateralsecuringan Eligible Loan, whether suchcollateral was pledged underthe original terms of the Eligible Loanor at the time of upsizing,willsecure the loanparticipationonaproratabasis  FacilityFee:The Lenderwill pay the SPV a facilityfeeof 100bpsofthe principal amountpurchasedby the SPV, which maypass to the Borrower  OriginationFee:The Borrower will pay the Lenderan originationfeeof100bpsof the principal amount  ServicingFee:The SPV will pay the Lendera servicingfeeof25bpsperannumof the principal amountof its participation in the loan  InterestrateofLIBOR+ 300 bps  FacilityFee:TheLenderwill pay the SPV a facilityfeeof 100bpsofthe principal amountpurchasedby the SPV, which maypass to the Borrower  OriginationFee:TheBorrower will pay the Lenderan originationfeeof100bpsof the principal amount  ServicingFee:TheSPV will pay the Lendera servicingfeeof25bpsperannumof the principal amountof its participation in the loan  InterestrateofLIBOR+300 bps  FacilityFee:TheBorrower will pay the Lender 75bpsof the principal amountof the upsizedtranche of the loan atthe timeofupsizing  OriginationFee:TheBorrower will pay the Lenderan originationfeeof75bpsof the principal amount  ServicingFee:The SPV will pay the Lendera servicingfeeof25bpsperannumof the principal amountof its participation in the upsizedtranche of the loan  InterestrateofLIBOR+ 300 bps MSLP offers three types of loan facilities Fees Security Loansize Source : www.Federalreserve.gov , Deloitte analysis 1 If the Eligible Borrower’s EBITDA was not calculated, the lender must require the borrower to calculate its adjusted EBITDA using a methodology that the Eligible Lender has required to be used in other contexts for the Eligible Borrower Theinformationpresentedin thisdocument is dated as of June8, 2020 and may be subject to change
  • 11.
  • 12.
    11 Main Street Lending:Borrower restrictions Theinformationpresentedin thisdocument is dated as of June8, 2020 and may be subject to change Restriction Summary Compensation During the life of the loan, plus 12 months after the loan is no longer outstanding: • Employees or officers with total compensation between$425,000and $3,000,000 • Total annual compensation must not exceed 2019 compensation amount (e.g. no raises, add. benefits). • Severance pay or other benefits upon termination of employment may not exceed twice the 2019 compensation amount. • Employees or officers with total compensation exceeding$3,000,000 • Total annual compensation must not exceed the sum of: $3 million + 50% of the 2019 compensation in excess of $3 million (e.g. potential decrease in compensation). • Severance pay or other benefits upon termination of employment may not exceed twice the 2019 compensation amount. • There are exceptions related to existing collective bargaining agreements. StockRepurchases During the life of the loan, plus 12 months after the loan is no longer outstanding: • Borrower must commit not to repurchase its own, or its parent company’s, equity securities listed on a national securities exchange. • There are exceptions related to existing contractual obligations. Distributions During the life of the loan, plus 12 months after the loan is no longer outstanding: • Borrower must commit not to pay dividends or make other capital distributions with respect to common stock equivalents. • There are exceptions related to S corporations or other tax pass-through entities. EarlyRepaymentof OtherDebt/ LOC Until the loan is fully repaid or the MSLF SPV holds an interest in the loan: • Borrower must commit that it will not seek to cancel or reduce any of its committed lines of credit • Borrower must commit that it will not repay the principal balance of, or pay any interest on, any debt, unless the principal or interest payment is mandatory and due • There is an exception for the Priority Loan Facility where the Borrower at the time of origination can refinance existing debt with another lender to the Eligible Lender U.S.useof proceeds If the Borrower is a subsidiary of a foreign company, the Borrower must commit that the proceeds of the loan will not be used for the benefit of the Borrower’s foreign parents, affiliates, or subsidiaries.
  • 13.
    12 Main Street Lending:Borrower certifications Theinformationpresentedin thisdocument is dated as of June8, 2020 and may be subject to change  Borrowermust be a solvent business prior to March13. 2020  Borrowermust be organized in theUS, with significant operations in the US, and a majority of its employees based in the US  Borrowermust have 15,000or fewer employees, or had 2019annual revenues of $5 bn or less  Borrowermay not participatein other support pursuant to the CARES Act (withsome exceptions, e.g. PPP)  Borrowermay not be an ineligible business as defined (e.g. NPO)  Borrowermay not be a government official or family member (e.g. PODUS, Congress) with a controlling interest in the business E l i g i b i l i t y C e r t i f i c a t i o n s & C o v e n a n t s
  • 14.
    13 The picture can'tbe displayed. Leveraging Technology to Report, Track, & Analyze
  • 15.
    Kyriba.com Copyright ©2020 Kyriba Corp. All rights reserved. Key Focus Areas for Treasurers During the Crisis: Treasurers are deploying active liquidity management technology to manage liquidity, financing, & financial risk challenges 14 Cash Management(Liquidity) Stress TestingFinancialOutlook (Liquidity& CounterpartyImpact) DebtConcerns& WorkingCapitalConcerns Derivatives & RiskManagement
  • 16.
    Kyriba.com Copyright ©2020 Kyriba Corp. All rights reserved. What is the Active Liquidity Management? Single source of truthinto yourcompany’s entire liquidity ecosystem Expanding Value For the CFO Integrates Other Internal Financial Technology Treasury Management MeetingYour Core TreasuryNeeds
  • 17.
    Kyriba.com Copyright ©2020 Kyriba Corp. All rights reserved.16 Active Liquidity Network Benefits in a Nutshell 100% VisibilityInto Global Cash & Liquidity 80% Increase In Global Productivity Via Cloud Automation $0.01 Maximum Impact Of FX VolatilityOn EPS 50% Average Reduction In Idle Cash 70% Increase In Ability To Work With Other Teams On Strategic Initiatives $55M Free cash Flow Per $1B in Revenue from Supply Chain Finance by Increasing Days Payable Outstanding by 20 days (1)
  • 18.
    Value EngineeringIn Summary:Invest in your success! • Enable your organization to investigate, plan, execute and realize value from digitally transforming your liquidity and payment management processes into an insight-driven function.
  • 19.
    Thank You As apart of our continued efforts to serve treasury and finance leaders across the globe, we have organized this COVID-19 Treasury Resource Center, where you can find information and links to helpful resources. Visit the resource center below: https://www.kyriba.com/covid-19-resource-center/