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Live Webinar

60-minute live streaming program
  • April 22
  • 1:00 - 2:00 pm EST

Navigating Paycheck Protection Program Loans in M&A Deals

April 22

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.

Learning Objectives

  • You will be able to describe the main components of the Paycheck Protection Program, including eligibility and forgiveness requirements.
  • You will be able to identify key areas of focus for the purchase agreement in an M&A transaction where the target has accepted a PPP loan.
  • You will be able to discuss the relevance of PPP loans to M&A transactions.
  • You will be able to explain the key transaction structure and timing considerations associated with an M&A transaction where the target has accepted a PPP loan.

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Why Lorman?

Over 34 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 34 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

Live Webinar Registration

  • AL CLE 1.0
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.0 hours credit.
     
  • AR CLE 1.0
     
  • This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.0
     
  • The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. 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 Business Center, LLC. 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).
     
  • HI CLE 1.0
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
     
  • IL CLE 1.0
     
  • This course was approved for a total of 1.0 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.0
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.0 hours of CLE credit under M. Bar R. 12.
     
  • NH MCLE 1.0
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 60 Minutes.
     
  • NJ CLE 1.2
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.2 hours of total CLE credit.
     
  • PA CLE 1.0
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.0
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
     
  • VT CLE 1.0
     
  • This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hours of CLE credit.
     
  • WA CLE 1.0
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.0 hours of Law & Legal Procedure credit.
     
  • WI CLE 1.0
     
  • This program has been approved by the Board of Bar Examiners for 1.0 hours for use toward the Wisconsin Mandatory CLE requirement.
     
  • WV MCLE 1.2
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.2 MCLE hours.
     
  • CPE 1.2 including Finance 1.2
     
  • Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: https://www.nasbaregistry.org/cpas/complaints. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 1.2 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Finance for 1.2 hours. Prerequisite: . Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: Group Internet Based. Please refer to the information in this brochure for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board. Please note: In order to receive CPE credit for this course you MUST use the streaming audio option, as well as enable and complete the required progress checks.
     

Who should attend?

This live webinar is designed for controllers, accountants, CFOs, CEOs, business owners and managers, business and financial analysts, risk managers, operations managers, consultants, and attorneys.

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Why Lorman?

Over 34 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

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

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]
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Why Lorman?

Over 34 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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Product ID: 408413
Published 2021
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