Michael Sly

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 associations and state-chartered banks as administrative agents on (1) $135,000,000 secured syndicated credit and term loan facility involving agricultural industry borrower and corporate restructuring, (2) $90,000,000 secured syndicated credit and term loan facility involving restaurant franchisor borrower, acquisitions and PPP Loans, (3) $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, etc.
• Represent national banking associations and state-chartered banks as single lender on (1) $20,000,000 secured credit facility involving optical supplies distributor, (2) $25,000,000 secured credit and term loan facility including international corporate structure, restricted payments and payoff, (3) $10,000,000 secured credit and term loan facility including significant intellectual property, etc.

Borrower Representation

• 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 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 company manufacturer as borrower on $465,000,000 secured syndicated credit and term loan facility involving first- and second-lien components and refinance.
• 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.

Mezzanine and Unitranche Representation

• 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 significant acquisition activity.
• 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 mezzanine debt firms on (1) $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, (2) $15,000,000 subordinated secured note purchase facility involving lighting manufacturer borrower with closing-date acquisition, equity co-investment and international corporate pledge structure and (3) $10,000,000 subordinated secured syndicated term loan facility involving manufacturer borrower with closing-date acquisition and equity co-investment.

Indian Gaming & Tribal Entities Representation

• Represent Alaska native corporation as borrower on $150,000,000 secured credit and term loan facility involving numerous tribal-related excluded assets and Section 7 ANCSA funds.
• 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 tribal subsidiaries as borrower on $30,000,000 secured bridge loan transaction for commercial gaming operations with anticipated project financing of $450,000,000.

Cross-Border Financing Representation

• Represented numerous agents, lenders and borrowers on cross-border transactions including: loan document review, advice on bankruptcy and enforcement of foreign judgments, local opinion issuance, etc.