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Navigating Paycheck Protection Program Loans in M&A Deals


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.



Jonathan B. Vessey

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

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]
David C. Jenson

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]

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