Michael Sly

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.