Msllcfinstmt 2024
Msllcfinstmt 2024
Abbreviations 4
Financial Statements:
Statements of Operations for the years ended December 31, 2024 and 2023 6
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The LLC is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on
the effectiveness of the LLC’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We
believe that our audits provide a reasonable basis for our opinion.
As discussed in Notes 2 and 4 to the financial statements as of December 31, 2024, the LLC’s total allowance
for credit losses was $729 million, of which $133 million related to the collectively evaluated allowance for loan
credit losses. The LLC’s collectively evaluated allowance includes a quantitative component. The LLC
estimates the quantitative component of the allowance using a methodology that incorporates probability of
default (PD) and loss given default (LGD) factors which are applied to the exposure at default (principal amount
outstanding) based on internal risk rating models grouped into Services and Non-services loan segments for
rating purposes. Such calculated loss factors include estimates of expected credit losses over the contractual
life of loans.
We identified the assessment of the collectively evaluated allowance as a critical audit matter. A high degree of
audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was
involved in the assessment due to significant measurement uncertainty. Specifically, the assessment
encompassed the evaluation of the collectively evaluated allowance methodology, including the methods and
model used to estimate the PD factors, LGD factors, risk ratings and their significant assumptions, including the
life of loan estimate. The assessment also included an evaluation of the conceptual soundness of the risk rating
models. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of certain internal controls related to the LLC’s measurement of
the estimate of the collectively evaluated allowance, including controls over the:
• performance monitoring, continued use and appropriate changes made to the risk rating models
• identification and determination of significant assumptions used in the risk rating models
We evaluated the LLC’s process to develop the estimate of the collectively evaluated allowance by testing
certain sources of data, factors, and assumptions that the LLC used, and considered the relevance and
reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with
specialized skills and knowledge, who assisted in:
• evaluating the LLC’s collectively evaluated methodology for compliance with U.S. generally accepted
accounting principles
• evaluating judgments made by the LLC relative to the assessment of the risk rating models and the PD and
LGD factors by comparing them to relevant LLC specific metrics and the applicable industry and regulatory
practices
• assessing the conceptual soundness of the risk rating models by inspecting the model documentation to
determine whether the models are suitable for their intended use
• assessing the determination of the PD and LGD factors by comparing them to portfolio risk characteristics
• evaluating the length of the life of loan estimate period by comparing it to portfolio risk characteristics and
relevant industry practices
2
We also assessed the sufficiency of the audit evidence obtained related to the estimate of the collectively
evaluated allowance by evaluating the:
Boston, Massachusetts
March 12, 2025
3
Abbreviations
ASC Accounting Standards Codification
CECL Current Expected Credit Losses
FASB Financial Accounting Standards Board
FRBB Federal Reserve Bank of Boston
GAAP Accounting principles generally accepted in the United States of America
LLC Limited liability company
Main Street MS Facilities 2020 LLC
MSELF Main Street Expanded Loan Facility
MSLP Main Street Lending Program
MSNLF Main Street New Loan Facility
MSPLF Main Street Priority Loan Facility
NOELF Nonprofit Organization Expanded Loan Facility
NONLF Nonprofit Organization New Loan Facility
TDR Troubled Debt Restructuring
4
Statements of Financial Condition
As of December 31, 2024 and 2023
(Amounts in thousands)
5
Statements of Operations
For the years ended December 31, 2024 and 2023
(Amounts in thousands)
2024 2023
INCOME
Interest income $ 727,285 $ 1,167,437
Transaction fees and other income 22,337 37,739
Total operating income 749,622 1,205,176
EXPENSES
Loans interest expense Note 6 5,245 9,566
Loan participation servicing costs 21,616 27,526
Provision for credit losses Note 4 631,420 218,441
Loss on sale of loan participations Note 4 47,631 25,254
Professional fees 26,450 19,496
Total operating expense 732,362 300,283
6
Statements of Changes in Members’ Equity
For the years ended December 31, 2024 and 2023
(Amounts in thousands)
7
Statements of Cash Flows
For the years ended December 31, 2024 and 2023
(Amounts in thousands)
2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net operating income Note 7 $ 17,260 $ 904,893
Net decrease in cash and cash equivalents, restricted cash and cash equivalents (4,257,306) (3,376,770)
Beginning cash and cash equivalents, restricted cash and cash equivalents 8,769,499 12,146,269
Ending cash and cash equivalents, restricted cash and cash equivalents $ 4,512,193 $ 8,769,499
8
MS Facilities 2020 LLC
Notes to the Financial Statements
(1) ORGANIZATION, NATURE OF BUSINESS, AND FINANCING
In accordance with section 13(3) of the Federal Reserve Act and with prior approval from the Secretary of
the Treasury, the Board of Governors of the Federal Reserve System (Board of Governors) authorized the
Federal Reserve Bank of Boston (FRBB) to establish MS Facilities 2020 LLC (the LLC), a limited liability
company. On May 9, 2024, the LLC changed its name from MS Facilities LLC to MS Facilities 2020 LLC
for administrative purposes. The LLC was created to support lending to small and medium-sized businesses
and nonprofit organizations that were in sound financial condition before the onset of the COVID-19
pandemic. The Main Street Lending Program (MSLP) was established with five facilities: the Main Street
New Loan Facility (MSNLF), the Main Street Priority Loan Facility (MSPLF), the Main Street Expanded
Loan Facility (MSELF), the Nonprofit Organization New Loan Facility (NONLF) and the Nonprofit
Organization Expanded Loan Facility (NOELF) (collectively the Facilities). Main Street’s purpose was to
provide credit to eligible borrowers by purchasing participations in eligible loans originated by eligible
lenders. An eligible lender is a U.S. federally insured depository institution (including a bank, savings
association, or credit union), a U.S. branch or agency of a foreign bank, a U.S. bank holding company, a
U.S. savings and loan holding company, a U.S. intermediate holding company of a foreign banking
organization, or a U.S. subsidiary of any of the foregoing (Eligible Lender). Eligible Lenders retained 5%
of each loan in which the LLC purchased a participation. Eligible Lenders were able to originate new loans
(under MSNLF, MSPLF and NONLF) or increase the size of (or upsize) existing loans (under MSELF and
NOELF) made to eligible borrowers. Loan participations purchased for the Facilities are held by the LLC.
The authorization to purchase loan participations through the MSLP ended on January 8, 2021. No loans
were originated under NOELF.
A Delaware LLC was formed in connection with the implementation of MSLP. The LLC has two members:
FRBB, which is the LLC’s managing member and the U.S. Department of the Treasury (Treasury), which
is the preferred equity member. The managing member has the exclusive rights to manage the LLC. The
preferred equity member contributed capital to the LLC using funds from the Exchange Stabilization Fund
under section 4027 of the Coronavirus Aid, Relief, and Economic Security Act.
FRBB also serves as the lender to the LLC. During 2020 and 2021, FRBB extended $16.6 billion in loans
to the LLC to fund the purchase of loan participations. The loans made by FRBB are full recourse
obligations of the LLC and secured by all assets of the LLC. The LLC records a liability in the Statements
of Financial Condition when FRBB funds the loan to the LLC. Interest on the loans is paid on the repayment
date of the relevant loan or in order of priority set forth in the credit agreement between the LLC and FRBB.
To be eligible for purchase by the LLC, eligible loans must have met certain requirements specified in
program term sheets. These term sheets required loans to have been originated after specified dates, have a
maturity of 5 years, charge a specified LIBOR based floating interest rate, defer interest and principal
payments on a set schedule, permit prepayment without penalty, maintain a certain level of priority and
meet other program-specific eligibility requirements. LIBOR rates were replaced prospectively by new
reference rates as LIBOR was discontinued in 2023. Upon the LLC’s purchase of a loan participation, the
Eligible Lender was required to pay the LLC a non-refundable transaction fee of 100 basis points of the
principal amount of the MSNLF, MSPLF, NONLF loan, and 75 basis points of the principal amount of the
MSELF increased loan amount at the time of upsizing. No transaction fees were paid to the LLC on loans
with an initial principal amount of less than $250,000. In addition, the LLC pays an eligible lender an annual
servicing fee on the original principal amount of the loan participation of 25 basis points for loans with an
initial principal amount of $250,000 or more and 50 basis points for loans with an initial principal amount
9
MS Facilities 2020 LLC
Notes to the Financial Statements
of less than $250,000. The servicing fee is paid by the LLC to the Eligible Lender annually in arrears within
sixty (60) days of each one-year anniversary of the loan participation agreement date.
All available cash receipts of the LLC are used to pay its obligations as described in Note 7. Distributions
of residual proceeds to the members will occur after all loans from FRBB are repaid in full. During the life
of the LLC, undistributed net operating income or loss is reported as “Undistributed net operating income
(loss)” in the Statements of Changes in Members’ Equity.
The LLC invests unused cash receipts from transaction fees and related investment earnings in a
government money market fund.
Various service providers for legal, accounting, custodial, credit administrative, and workout advisor
services were engaged to provide services to the LLC. State Street Bank and Trust Company (State Street)
is the custodian and accounting administrator, Guidehouse, Inc. is the credit administrator, PwC US
Consulting LLP is the credit servicer, and FTI Consulting, Inc. is the workout advisor and administrator. A
variety of legal firms and other professional services firms, including temporary staffing agencies may also
be engaged by the LLC on an as-needed basis to support LLC operations. The LLC does not have any
employees and therefore does not bear any employee-related costs.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements have been prepared in accordance with the accounting principles generally
accepted in the United States of America (GAAP), which require the managing member to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of
income and expense during the reporting period. Significant items subject to such estimates and
assumptions include the carrying value of investments and allowance for credit losses. Actual results could
differ from those estimates.
Significant accounts and accounting policies are explained below.
a. Cash and Cash Equivalents, Restricted Cash and Cash Equivalents
The LLC defines investments in money market funds and other highly liquid investments with original
maturities of three months or less, when acquired, as cash equivalents.
For the LLC, cash is received from fees and interest earnings from purchased loan participations and
investments. This cash is used primarily for the payment of operating expenses. The funds are invested in
a government money market fund registered under the Investment Company Act of 1940. As of December
31, 2024 and December 31, 2023, the LLC had approximately $646.9 million and $745.0 million,
respectively, invested in a government money market fund. Investments in money market funds are valued
at their closing net asset value (NAV) each business day. Interest earned and not yet received from the
government money market fund investment is included in “Other assets” in the Statements of Financial
Condition.
In accordance with the terms of the LLC Preferred Equity Investment Agreement, approximately 85 percent
of the Treasury’s initial equity contribution was invested in overnight non-marketable securities issued by
the Treasury to the LLC. In accordance with Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 230-10, Statements of Cash Flows, the Treasury’s investments are reported
as restricted cash and cash equivalents as there are contractual limitations and restrictions on the use of the
10
MS Facilities 2020 LLC
Notes to the Financial Statements
funds and ability to withdraw the funds. The investments in overnight non-marketable Treasury securities
are recorded at amortized cost and shown as “Restricted cash and cash equivalents: Short-term investments
in non-marketable securities” on the Statements of Financial Condition and are included in “Net decrease
in cash and cash equivalents, restricted cash and cash equivalents” on the Statements of Cash Flows. The
remaining Treasury equity contribution is held in cash on deposit at Federal Reserve Bank of New York to
support the liquidity needs of the LLC and is reported as “Restricted cash and cash equivalents: Cash
deposit” in the Statements of Financial Condition and is included in “Net decrease in cash and cash
equivalents, restricted cash and cash equivalents” in the Statements of Cash Flows.
b. Loan Participations
Under the MSLP, the LLC purchased 95 percent participation interests in loans originated by Eligible
Lenders. Purchased loan participations are recorded at cost of purchase, plus capitalized interest, less any
principal paydowns and charge-offs and treated as loans. The LLC recognizes interest income on loan
participations daily based on the underlying contractual terms of the loans. Interest income on the purchased
loan participations is reported as “Interest income” in the Statements of Operations. If a borrower is
experiencing financial difficulty, the LLC may sell the loan participation if the sale meets certain criteria
established by the LLC. When a loan participation is sold, the credit loss allowance that was allocated to
that loan participation is reversed through the “Provision for credit losses” on the Statements of Operations
and the full amount of the gain or loss, the difference between the proceeds from sale less principal and
interest outstanding on the participation, is recognized net in “Loss on sale of loan participations” in the
Statements of Operations.
c. Allowance for Credit Losses
Upon adoption of the Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments (CECL), effective January 1, 2023,
the LLC changed its allowance methodology to estimate expected credit losses over the contractual life of
loan participations. The allowance for credit losses (the allowance) represents management's estimate of
expected credit losses in the LLC’s loan participations portfolio.
The allowance is established in accordance with the LLC’s credit allowance policies and the adequacy of
the allowance is reviewed and approved by the LLC Credit Subcommittee on a quarterly basis.
The LLC may approve loan modifications in certain cases when a borrower is experiencing financial
difficulty and is unable to meet its financial obligations. These modifications are accounted for in
accordance with ASU 2022-02, Financial Instruments – Credit Losses (Topic 326) Troubled Debt
Restructurings (TDR) and Vintage Disclosures and are generally not treated as new loans. All loan
participations held by the LLC are the same vintage because they were originated within one year. No new
loans have been originated since January 2021.
d. Interest Income
Interest income on short-term investments in non-marketable securities is recorded when earned and
received daily based on an overnight rate established by the Treasury’s Bureau of the Fiscal Service. Interest
income earned on the invested portion of the preferred equity member contributions for the years ended
December 31, 2024 and 2023 was approximately $207.2 million and $350.0 million, respectively, and is
reported as a component of “Interest income” in the Statements of Operations.
11
MS Facilities 2020 LLC
Notes to the Financial Statements
Interest income from investments in a money market fund is recorded when earned and received monthly.
Interest income earned from the money market investment for the years ended December 31, 2024 and
2023 was approximately $18.5 million and $20.4 million, respectively, and is reported as a component of
“Interest income” in the Statements of Operations.
The LLC recognizes interest income on loan participations based on the underlying contractual terms of
the loans. Interest income recognition prospectively ceases when the underlying loan is placed on non-
accrual status. A loan is placed on non-accrual status if the instrument becomes due and unpaid for 90 days
or earlier based on credit indicators. Payments received while a loan is on non-accrual status are applied as
principal before they are applied to interest.
Loan participations are reviewed periodically for restoration to accrual status based on performance and
credit indicators. Once a loan is restored to accrual status, foregone interest from the time the loan was on
non-accrual is capitalized into principal over the remaining life of the loan participation based on the new
expected yield to maturity. Interest income earned on loan participations for the years ended December 31,
2024 and 2023 was approximately $501.6 million and $797.0 million, respectively, and is reported as a
component of “Interest income” in the Statements of Operations.
e. Transaction Fees and Other Income
The transaction fee collected upon the purchase of an eligible loan participation from an eligible lender is
recorded separately from the loan participation and reported as “Transaction fees, deferred revenue” in the
Statements of Financial Condition and as “Transaction fees and other income” in the Statements of
Operations when earned. In accordance with FASB ASC 310-20, Receivables-Nonrefundable Fees and
Other Costs, transaction fees are deferred and amortized over the term of the loan. Transaction fees earned
for the years ended December 31, 2024 and 2023 were approximately $21.5 million and $37.5 million,
respectively.
Amendment or other similar miscellaneous fees are paid by the borrower with respect to certain consent or
amendments pursuant to the terms of the loan participation documents and are reported as “Transaction
fees and other income” in the Statements of Operations. In accordance with FASB ASC 310-20,
Receivables-Nonrefundable Fees and Other Costs, such fees are deferred and amortized over the term of
the loan. The deferred portion of income is included in “Other liabilities” in the Statements of Financial
Condition. Miscellaneous fee income recognized for the years ended December 31, 2024 and 2023 was
approximately $0.8 million and $0.2 million, respectively.
f. Service Fees
Servicing fees are reported as “Service fees payable” in the Statements of Financial Condition and as “Loan
participation servicing costs” in the Statements of Operations.
g. Professional Fees
Professional fees consisted primarily of fees charged by the LLC’s credit administrator, credit servicer,
custodian, accounting administrator, workout advisor, external legal counsel, lender expense
reimbursement, and independent auditors. Professional fees are accrued as incurred and reported as
“Professional fees” in the Statements of Operations. Amounts incurred and unpaid are reported as
“Professional fees payable” in the Statements of Financial Condition.
12
MS Facilities 2020 LLC
Notes to the Financial Statements
h. Taxes
The LLC was formed by FRBB and the Treasury. It is not subject to an entity level income tax. Accordingly,
no provision for income taxes is made in the financial statements.
i. Fair Value Measurements
Certain assets of the LLC are measured at fair value in accordance with FASB ASC Topic 820 (ASC 820),
Fair Value Measurement. ASC 820 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 establishes a three-level fair value hierarchy that distinguishes between assumptions developed
using market data obtained from independent sources (observable inputs) and the management assumptions
developed using the best information available in the circumstances (unobservable inputs). The three levels
established by ASC 820 are described as follows:
• Level 1 – Valuation is based on quoted prices for identical instruments traded in active markets.
• Level 2 – Valuation is based on quoted prices for similar instruments in active markets, quoted
prices for identical or similar instruments in markets that are not active, and model-based
valuation techniques for which all significant assumptions are observable in the market.
• Level 3 – Valuation is based on model-based techniques that use significant inputs and
assumptions not observable in the market. These unobservable inputs and assumptions reflect
FRBB estimates of inputs and assumptions that market participants would use in pricing the
assets and liabilities. Valuation techniques include the use of option pricing models, discounted
cash flow models, and similar techniques.
The inputs or methodologies used for valuing the financial instruments are not necessarily an indication of
the risk associated with investing in those financial instruments.
j. Recently Issued Accounting Standards
The following items represent recent accounting standard updates.
In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, amended in
subsequent related ASUs. ASU 2016-13 introduces the Current Expected Credit Losses (CECL)
methodology, which replaces the previous GAAP method of calculating credit losses. While the prior
methodology required incurred losses to be probable before they were recognized, ASU 2016-13 requires
the use of a lifetime expected loss methodology, which requires earlier recognition of credit losses on
financial assets measured at amortized cost. The LLC adopted this standard using the modified retrospective
method to report results under ASU 2016-13 for reporting periods after January 1, 2023. An immaterial
amount was recorded to increase credit losses with an offset to Members’ equity under the CECL
methodology upon adoption at January 1, 2023.
In April 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326) Troubled
Debt Restructurings (TDR) and Vintage Disclosures. This update addresses issues related to TDRs and
gross write-offs within ASU 2016-13. The LLC adopted this update prospectively upon the implementation
of ASU 2016-13 for reporting periods after January 1, 2023. The LLC did have loan modifications
accounted for under this new standard, but this update did not have a material impact on the LLC’s financial
statements.
13
MS Facilities 2020 LLC
Notes to the Financial Statements
1
Reported at principal amount outstanding, including interest capitalized in accordance with contractual schedules and principal paydowns, net of charge-offs.
2
A component of loan participations presented in the ‘Within 15 days’ column has reached contractual maturity.
Due to the short-term nature of cash equivalents and short-term investments in non-marketable securities,
the cost basis is estimated to approximate fair value, and they are classified within level 1 of the fair value
hierarchy. The fair value of the LLC’s facility assets is subject to market and credit risk, arising from
movements in variables such as interest rates, credit spreads, and credit quality of holdings. Cash
equivalents are included in “Cash and cash equivalents” in the Statements of Financial Condition. Cash of
approximately $41.6 million and $48.0 million at December 31, 2024 and 2023, respectively, is also
included in “Cash and cash equivalents” in the Statements of Financial Condition.
The estimated fair value for loan participations, which are recorded at the cost of purchase, plus capitalized
interest, less any principal paydowns in the Statements of Financial Condition, are $3.6 billion and $7.4
billion at December 31, 2024 and 2023, respectively. Because external price information is not available, a
market-based discounted cash flow model is used to value loan participations. Key inputs to the model
include market spread data for each credit rating, collateral type, and other relevant contractual features.
Because there is lack of observable pricing information, the loan participations are classified within level 3
of the fair value hierarchy.
14
MS Facilities 2020 LLC
Notes to the Financial Statements
The following table presents Main Street’s loan participation activity for the years ended December 31,
2024 and 2023, respectively, (in thousands):
1
Reported at principal amount outstanding, including interest capitalized in accordance with contractual schedules and principal paydowns, net of charge-offs.
2
Reported at principal amount outstanding, net of allowance and including interest receivable.
15
MS Facilities 2020 LLC
Notes to the Financial Statements
changes in economic and business conditions) are evaluated so that loss rates (product of PD and LGD)
appropriately reflect risks within the then-current environment. Additional overlays can be made based
upon additional factors.
The allowance may be adjusted to reflect the LLC’s current assessment of various qualitative factors that
are not captured by the quantitative component of the collectively evaluated allowance. These factors
include changes in economic conditions over the remaining life of the loan participations, the potential for
adverse selection risk in an emergency lending facility, and industry concentrations within the portfolio.
The process to determine the allowance requires the LLC to exercise considerable judgment regarding the
risk characteristics of the loan participation portfolio and the effect of relevant internal and external factors.
Certain key assumptions are reviewed and updated periodically to reflect macroeconomic shifts and
observed payment trends. While the LLC evaluates currently available information in establishing the
allowance, future adjustments to the allowance may be necessary if conditions differ substantially from the
assumptions used.
The allowance represents management’s estimate of expected credit losses and consists of an allowance for
individually evaluated loan participations and a collective allowance for all other loan participations. Under
the lifetime expected credit loss methodology adopted effective January 1, 2023, loan participations with
similar risks are collectively assessed for expected credit losses whereas loan participations with different
risks are individually assessed. When determining if a loan participation will be individually or collectively
assessed, the LLC considers risk characteristics including credit indicators and size of the loan participation.
Loan participations that are $5 million or greater and meet specific triggers tied to performance or credit
rating are individually evaluated on a quarterly basis. In 2023, the loan participation size threshold was $10
million or greater due to the size of the portfolio. Triggers for individual evaluation include when (1) an
individual loan participation is assigned a Ca rating (doubtful classification) or below or, (2) it is placed on
non-accrual status due to delinquency status (90 days past due) or management judgment.
When a loan participation is greater than the loan participation size threshold and meets one of the above
triggers, a loss allowance is measured at the individual loan participation level. All other loans not subject
to individual evaluation are subject to a collectively evaluated allowance equaling the Expected Credit Loss
(ECL). The LLC’s collectively evaluated allowance includes both quantitative and qualitative components.
The allowance is reported as “Allowance for credit losses” in the Statements of Financial Condition.
Changes in the allowance are recorded as “Provision for credit losses” in the Statements of Operations.
16
MS Facilities 2020 LLC
Notes to the Financial Statements
The following table shows the components of the allowance for credit losses at December 31, 2024 and
2023, respectively (in thousands):
2024 2023
Service Non-service Service Non-service
Allowance for credit losses industry industry Total industry industry Total
Individually evaluated $ 434,338 $ 143,252 $ 577,590 $ 467,649 $ 146,439 $ 614,088
Collectively evaluated 98,512 34,245 132,757 131,408 76,494 207,902
Non-accrual interest allowance 12,445 5,888 18,333 10,922 7,916 18,838
Total allowance $ 545,295 $ 183,385 $ 728,680 $ 609,979 $ 230,849 $ 840,828
Total loan participations, individually evaluated $ 513,478 $ 180,244 $ 693,722 $ 600,658 $ 203,220 $ 803,878
Total loan participations, collectively evaluated 2,529,764 931,644 3,461,408 4,838,271 2,135,844 6,974,115
Total principal and interest receivable 36,714 19,035 55,749 97,050 32,856 129,906
Total evaluated balance $ 3,079,956 $ 1,130,923 $ 4,210,879 $ 5,535,979 $ 2,371,920 $ 7,907,899
Allowance (percentage of evaluated balance) 17.7% 16.2% 17.3% 11.0% 9.7% 10.6%
Loan charge-offs from principal $ 532,444 $ 234,249 $ 766,693 $ 289,535 $ 148,980 $ 438,515
The following table presents the changes in the allowance for credit losses at December 31, 2024 and 2023,
respectively (in thousands):
Service Non-service
industry industry Total
Allowance, December 31, 2022 $ 761,708 $ 304,753 $ 1,066,461
CECL adoption adjustment1 15 6 21
Charge-offs (299,205) (153,330) (452,535)
Recoveries 4,226 4,214 8,440
Provision for credit losses 143,235 75,206 218,441
Allowance, December 31, 2023 $ 609,979 $ 230,849 $ 840,828
Charge-offs (546,068) (240,328) (786,396)
Recoveries 23,067 19,761 42,828
Provision for credit losses 458,317 173,103 631,420
Allowance, December 31, 2024 $ 545,295 $ 183,385 $ 728,680
1
T he LLC recorded an immaterial amount to increase credit losses upon the adoption of the CECL standard.
17
MS Facilities 2020 LLC
Notes to the Financial Statements
A loan participation is placed on non-accrual status if it is 90 days past due, or earlier based on credit
indicators. The following table presents the aging analysis of loan participations as of December 31, 2024
and 2023, respectively (in thousands):
45-90 Days 90+ Days Total
Current Past Due Past Due
As of December 31, 2024 and December 31, 2023, there were approximately $970.3 million and $1.3
billion, respectively, in loan participations in non-accrual status.
Loan participations are generally charged off once the loan has become 180 days past due or is otherwise
deemed uncollectible by management. Based on the contractual payment structure of loan participations,
more principal payments have recently become due, and charge-offs have continued to increase. All related
losses, including any accrued but uncollected interest from both the current and prior periods which is
specifically considered in the determination of the allowance for credit loss, are charged-off against the
allowance and are included in the “Provision for credit losses” reported on the Statements of Operations.
The following table presents the charge-off losses recognized by the LLC at December 31, 2024 and 2023,
respectively (in thousands):
2024 2023
Charge-offs, realized losses
Principal $ 766,693 $ 438,515
Interest receivable 19,703 14,020
Subtotal charge-offs, realized losses 786,396 452,535
Recoveries (42,828) (8,440)
Total charge-offs, net of recoveries $ 743,568 $ 444,095
b. Loan Modifications
In certain cases, when a borrower experiences significant financial difficulties and is unable to meet its
financial obligations, the LLC may approve modifications to contractual terms. The LLC considers many
factors when approving modifications including whether (1) the debtor is or is likely to be in payment
default in the foreseeable future without the modification, (2) if the debtor declared or will declare
bankruptcy, (3) there is substantial doubt that the debtor will continue as a going concern, (4) the debtor's
entity-specific projected cash flows will not be sufficient to service its debt, or (5) the debtor cannot obtain
18
MS Facilities 2020 LLC
Notes to the Financial Statements
funds from sources other than the existing creditors at market terms for debt with similar risk characteristics.
Modifications may include changes in payment structure and timing such as principal or interest payment
deferrals and other actions intended to minimize economic loss and avoid foreclosure or repossession of
collateral. Loan participations are evaluated based on the revised contractual terms after a modification and
performance against the new contractual terms when determining credit loss allowance. Based on the
contractual payment structure of loan participations, more principal payments have recently become due,
and loan modifications have continued to increase.
The LLC has not approved loan extensions beyond 2026 nor have there been reductions in interest rates.
Principal forgiveness is not permitted under the terms of the Main Street Lending Program and there have
been no commitments by the LLC to lend additional funds to borrowers experiencing financial difficulty.
The following table presents the LLC’s outstanding principal balances for loan participations that were
modified at December 31, 2024 and 2023, respectively, by type of modification (in thousands):
Loan participations modifications 2024
Services Non-Services
Number of
Principal Principal % of Total Principal Loan Payment Deferral or
Balance % of Segment Balance Segment Balance Participations Acceleration Period
Principal payment deferral $ 486,271 16% $ 141,316 13% 627,587 56 1 to 24 months
Principal payment acceleration 2,412 0% - 0% 2,412 1 11 months
Principal and interest payment deferral - 0% 18,166 2% 18,166 2 3 to 24 months
Maturity extension and principal payment deferral1 12,336 0% - 0% 12,336 1 24 to 36 months
Maturity acceleration and principal payment acceleration2 4,773 0% - 0% 4,773 1 1 to 7 months
Maturity acceleration and principal payment deferral3 45,455 1% - 0% 45,455 1 12 months
Total loan participations modified $ 551,247 $ 159,482 $ 710,729 62
1
The loan participation maturity was extended by one year.
2
The loan participation maturity was accelerated by six months.
3
The loan participation maturity was accelerated by one year.
1
T he loan participation maturity was extended by one year.
The following table presents the LLC’s outstanding principal for loan participations in accrual or non-
accrual status by segment that were modified as of December 31, 2024 and 2023, respectively (in
thousands):
2024 2023
Accrual Non-accrual Total Accrual Non-accrual Total
Services $ 293,675 $ 257,572 $ 551,247 $ 177,838 $ 176,935 $ 354,773
Non-Services 91,462 68,020 159,482 79,396 25,718 105,114
Total loan participations modified $ 385,137 $ 325,592 $ 710,729 $ 257,234 $ 202,653 $ 459,887
19
MS Facilities 2020 LLC
Notes to the Financial Statements
The following table presents the aging analysis of receivables for modified loan participations as of
December 31, 2024 and 2023, respectively (in thousands):
Changes in modified loan participation balances at December 31, 2024 and 2023, respectively, were as
follows (in thousands):
2024 2023
Balance at beginning of year $ 459,887 $ 80,028
1
Additions 689,112 433,967
Net charge-offs (77,435) (24,629)
Sale of loan participations (75,675) -
Repayments (285,160) (29,479)
Balance at end of year $ 710,729 $ 459,887
1
Based on principal amount outstanding as of beginning of year, plus capitalization during the year.
20
MS Facilities 2020 LLC
Notes to the Financial Statements
% of Loan participations,
principal amount
Rating 2024 2023
Ba or higher 25% 37%
B 35% 33%
Caa 21% 17%
Ca 19% 13%
Total 100% 100%
As of December 31, 2024 and 2023, cash equivalent holdings of approximately $646.9 million and $745.0
million, respectively, are not rated. As of December 31, 2024 and 2023, short-term investments in non-
marketable securities of approximately $3.3 billion and $6.8 billion, respectively, are rated as
government/agency. These holdings are reflected in the Statements of Financial Condition.
(6) LOANS PAYABLE TO THE FEDERAL RESERVE BANK OF BOSTON
FRBB has extended loans to the LLC and the loan proceeds financed the LLC’s purchase of eligible loan
participations. In addition to loans for the purchase of eligible assets, the LLC is permitted to borrow from
the FRBB for temporary operating liquidity needs.
The assets of the LLC are used to secure the loans from FRBB. These assets include the equity that the
Treasury has contributed to the LLC to function as credit protection for FRBB’s loans to the LLC.
Each loan made by the FRBB to the LLC bears interest, accrued daily, at a rate per annum equal to the
interest rate on excess reserves in effect on such day that the loan originated. Repayment of the principal
and interest on the loans is made from proceeds of prepayments or maturity payments of the purchased
assets. The amount of interest expense during the periods is reported as “Loans interest expense” in the
Statements of Operations.
The LLC’s loans payable to FRBB is reported as “Loans payable to FRBB” in the Statements of Financial
Condition. The related interest payable is reported as “Interest payable” in the Statements of Financial
Condition. Loans payable to FRBB as of December 31, 2024 and 2023, respectively, were (in thousands):
2024
Loans payable Interest
Loan type to FRBB Payable Interest Rate Maturity Dates
Funding $ 3,583,377 $ 14,404 0.1% 12/31/2025 to 01/05/2026
Operating - -
Total $ 3,583,377 $ 14,404
21
MS Facilities 2020 LLC
Notes to the Financial Statements
2023
Loans payable Interest
Loan Type to FRBB Payable Interest Rate Maturity Dates
Funding $ 7,434,174 $ 22,496 0.1% 12/31/2025 to 01/05/2026
Operating - -
Total $ 7,434,174 $ 22,496
The following table presents cumulative capital contributions and undistributed net operating income (loss)
as of December 31, 2024 and 2023 (in thousands):
Managing Preferred equity Total
member member members
Cumulative capital contributions $ - $ 7,438,480 $ 7,438,480
Cumulative undistributed net operating income (loss) 34,713 857,366 892,079
Members' equity, December 31, 2023 $ 34,713 $ 8,295,846 $ 8,330,559
Cumulative capital contributions $ - $ 3,460,664 $ 3,460,664
Cumulative undistributed net operating income (loss) 15,723 893,616 909,339
Members' equity, December 31, 2024 $ 15,723 $ 4,354,280 $ 4,370,003
22
MS Facilities 2020 LLC
Notes to the Financial Statements
a. Contributions and Distributions of Capital
The preferred equity member initially contributed $37.5 billion in capital as credit protection to the LLC
for loans needed to fund purchases of loan participations or operations of the LLC, and the managing
member was deemed to have contributed $10 in capital. The preferred equity member, subject to the consent
and agreement of the managing member in its sole discretion, may make additional contributions to the
capital of the LLC.
Preferred equity member contributions are held in cash deposits and non-marketable securities, as mutually
agreed upon by the managing member and the preferred equity member and consented to by FRBB. The
amended LLC Agreement requires semi-annual interim distributions to continue to return portions of the
Treasury’s equity investment based on outstanding excess equity thresholds and the LLC returned $4.0
billion of the preferred equity member’s capital contribution in 2024 and 2023.
b. Undistributed and Distributed Net Operating Income
Amounts available for distribution, due to interest, fees, payments on investments and other receipts of
income are applied on the dates and in the order of priority set forth in the credit agreement between the
LLC and FRBB.
Prior to the conclusion of the program, and when all obligations of the LLC are repaid, the remaining net
assets will be allocated and distributed in accordance with the limited liability company agreement of the
LLC. That agreement contemplates the distribution, upon the LLC’s liquidation, 1) to the Treasury of the
preferred equity account balance, inclusive of all investment earnings on non-marketable securities, and 2)
90 percent of remaining net assets to the preferred equity member and 10 percent of remaining net assets
to the managing member.
(8) COMMITMENTS AND CONTINGENCIES
The LLC has agreed to pay the reasonable out-of-pocket costs and expenses of certain service providers
incurred in connection with their duties. The LLC has also agreed to indemnify its service providers for
losses, expenses, or other liabilities under the agreements it has with those service providers, subject to
customary exceptions such as for losses caused by the service providers’ misconduct. These indemnity
obligations survive termination of those agreements. As of December 31, 2024, the LLC did not have any
prior claims or losses pursuant to these agreements. The risk of loss was remote.
(9) SUBSEQUENT EVENTS
There were no subsequent events that require adjustments to or disclosures in the financial statements as of
December 31, 2024.
Subsequent events were evaluated through March 12, 2025, which is the date that these financial statements
were available to be issued.
23