Michael Sly
PEOPLE

Michael Sly

Partner
sly.michael@dorsey.com

Overview

MICHAEL HELPS CLIENTS NEGOTIATE DEBT FINANCING ARRANGEMENTS AND OTHER COMMERCIAL TRANSACTIONS.
Michael advises clients on all types of debt finance matters, especially middle-market secured and unsecured commercial financing transactions. Michael’s clients comprise private credit firms including SBICs, national and state-chartered banks and corporate and tribal borrowers. His particular experience and industry expertise includes senior secured financing including syndicated credit facilities, mezzanine and junior capital financing, cross-border transactions, cannabis, agricultural lending, Alaska Native Corporations, project finance and gaming. Michael is part of Dorsey’s Cannabis Practice Group and is a member of Minnesota’s Cannabis Advisory Council.

Education & Admissions

University of St. Thomas School of Law (Juris Doctor, 2015), cum laude

Julius-Maximilians Universität Würzburg, Germany (LL.M., Eur. (Master’s in European Law), 2015)

Concordia College, Moorhead (B.A., 2011), cum laude

Admissions

  • Minnesota
  • North Dakota
  • New York
  • U.S. District Court for the District of Minnesota
  • U.S. District Court for the District of North Dakota
  • U.S. Bankruptcy Court for the District of Minnesota
  • U.S. Bankruptcy Court for the District of North Dakota

Languages

  • German

Clerkships

  • United States Bankruptcy Court for the District of North Dakota, Honorable Shon Hastings, 2015-2017

Experience

Representative Transactions

Private Credit Representation (Senior and Subordinated; Direct, Agented, Club and Unitranche)

  • Represent private fund as agent in $100,575,000 term loan direct lending investment with equity co-invest in HVAC-industry company involving numerous add-on investments.
  • Represent SBIC as purchaser on $22,750,000 mezzanine note purchase transaction to sponsored digital marketing company.
  • Represent SBIC as purchaser on $13,400,000 mezzanine note purchase agreement to independently-sponsored systems material handling company.
  • Represent a fund as administrative agent on $30,000,000 secured unitranche credit, term loan and delayed draw facility involving closing-date acquisition, agreement among lenders, licensed professional practices and with numerous add-on investments.
  • Represent SBIC as administrative agent on $35,000,000 secured credit and term loan facility involving split collateral, agreement among lenders, significant acquisition activity, sponsored borrower, equity co-investment and titled collateral.
  • Represent SBIC as purchaser on $25,000,000 subordinated secured note purchase facility involving food production borrower with closing-date acquisition, equity co-investment, significant acquisition activity, corporate restructuring and unique collateral issues.
  • Represent private fund on $15,000,000 subordinated secured note purchase facility involving lighting manufacturer borrower with closing-date acquisition, equity co-investment and international corporate pledge structure.

Cannabis Lending Representation (Agent, Lender and Borrower)

  • Represent private credit fund as administrative agent on $400,000,000 senior secured syndicated term loan facility to a cannabis producing borrower involving unique covenants.
  • Represent cannabis producer as borrower on $135,000,000 senior secured syndicated term loan facility involving unique covenants, acquisition activity, complicated obligor structure and go-public transaction.
  • Represent Canadian investment bank on U.S. component of $100,000,000 note offering involving cannabis-industry borrower with equity co-investment and complicated regulatory structure.
  • Represent state-regulated bank on proposed $25,000,000 credit and cap-ex line facility with developed licensing structure in California.
  • Represent Canadian cannabis company in $2,000,000 construction loan for subsidiary in California.

Agent and Lender Representation

  • Represent national banking association as administrative agent on (1) $135,000,000 secured syndicated credit and term loan facility involving agricultural industry borrower and corporate restructuring.
  • Represent national banking association as administrative agent on $90,000,000 secured syndicated credit and term loan facility involving restaurant franchisor borrower, acquisitions and PPP Loans.
  • Represent national banking association as lender $135,000,000 secured syndicated credit and term loan facility and $75,000,000 revolving credit facility involving hospital borrower, promissory note issued to Centers for Medicare and Medicaid Services, unique assets and subject to master trust indenture.
  • Represent national banking association as single lender on $20,000,000 secured credit facility involving optical supplies distributor.
  • Represent state-chartered bank on $25,000,000 secured credit and term loan facility including international corporate structure.

Borrower Representation

  • Represent private equity firm as sponsor on roll-up loan facility with initial commitments of $14,000,000 involving a masonry business.
  • Represent agricultural cooperative as borrower on $750,000,000 senior secured credit facility involving significant foreign pledge structure and intellectual property, as borrower on $100,000,000 junior secured note purchase facility involving complex intercreditor rights and collateral issues and as lender on $70,000,000 trade credit facility in multi-tranche junior secured distressed debt transaction.
  • Represent ag-industry borrowers on multi-layer $100,000,000 term loan financing for development and operation and development of soybean crush plant.
  • Represent data facility developer as borrower on $125,000,000 secured syndicated term loan facility involving first-, second- and third-lien components, forbearance and development agreements.
  • Represent public payment technologies manufacturer as borrower on $465,000,000 secured syndicated credit and term loan facility involving first- and second-lien components and refinancing.
  • Represent hotel syndicate as borrower on $75,000,000 secured single-lender revolving credit facility including extensive corporate equity pledges (including international), intellectual property security and complicated asset carveouts.
  • Represent food retail chain as borrower in issuance of $35,000,000 notes in satisfaction of judgment.
  • Represent timeshare borrower on $52,000,000 secured receivables loan facility involving complicated real property structure, custodial arrangements and trusts.

Gaming-Industry Representation (Commercial and Tribal)

  • Represent tribal subsidiary on multiple debt facilities relating to a build-out of two commercial casinos, including a $35,000,000 bridge loan, a $330,000,000 construction loan, a $40,000,000 liquidity loan and a $14,000,000 tax increment financing.
  • Represent lender on a $195,000,000 term loan and a $15,000,000 revolving loan to a California-based commercial casino secured by real estate.
  • Represent national banking association as administrative agent on $26,000,000 secured credit and term loan facility involving Indian gaming borrower, special assets and PPP Loans.
  • Represent state-chartered bank on a $16,000,000 secured revolving loan to gaming entities organized under a trust and secured by real estate of multiple casinos.

Alaska Native Corporations

  • Represent an Alaska Native Regional Corporation on a $350,000,000 unsecured revolving loan involving business lines in multiple industries.
  • Represent an Alaska Native Regional Corporation on a $300,000,000 secured revolving loan with incremental term loan component and involving government contracts, unique settlement trust and large subsidiary structure.
  • Represent an Alaska Native Regional Corporation on a $139,000,000 revolving loan and a $11,000,000 term loan involving government contracts, alternative asset types and large subsidiary structure.
  • Represent an Alaska Native Regional Corporation on a $15,000,000 revolving loan and a $25,000,000 subsidiary term loan.
  • Represent Alaska Native Village Corporation on approximately $17,000,000 in various loan facilities.
  • Represent telecom-industry subsidiary of Alaska Native Village Corporation on a $15,000,000 revolving loan.

Cross-Border Financing Representation

  • Frequently represent lenders and borrowers on cross-border transactions usually involving Canada or China and including cross-border loan document review, advice on bankruptcy and enforcement of foreign judgments, local opinion issuance, etc.

News & Resources

News & Press Mentions

Dorsey & Whitney Names 10 New Partners
Michael Sly Appointed to Cannabis Advisory Council of Minnesota
Michael regularly presents on finance and legal matters in commercial transactions, including agricultural lending.

Industries & Practices

Bankruptcy & Financial Restructuring
Foreign Banks and Financial Institutions
  • Banking & Financial Institutions
  • Bankruptcy & Financial Restructuring
  • Canada Cross-Border Transactions
  • Cannabis
  • Development & Infrastructure
  • Energy & Natural Resources
  • Europe
  • Food, Beverage & Agribusiness
  • Foreign Banks and Financial Institutions
  • Investment Funds
  • Lending Transactions
  • Private Equity

Professional & Civic

Professional Achievements

  • Michael was appointed by Governor Walz as a member of the Minnesota Cannabis Advisory Council that advises the Office of Cannabis Management in cannabis regulations and cannabis-industry best practices, among other things.

Accolades

  • Named "Minneapolis Ones to Watch" in Banking and Finance Law by Best Lawyers®, 2021-2024
Michael Sly