Adé Heyliger

Partner Washington, D.C.

Biography

Adé K. Heyliger
Adé Heyliger is a partner in Weil’s Public Company Advisory Group and is based in Washington, D.C. He regularly advises public companies, corporate boards and foreign private issuers on a broad range of Securities & Exchange Commission (SEC) disclosure and regulatory matters, securities regulation, corporate governance and compliance issues. His diverse practice encompasses counseling companies on corporate and securities law compliance in mergers and acquisitions, private equity investments, capital markets transactions and bankruptcy/ restructuring matters. Adé also advises public companies on matters relating to shareholder activism, including proxy contests, shareholder engagement and shareholder proposals, and provides day-to-day counsel on a variety of corporate governance, disclosure and regulatory issues.

Experience

Mergers & Acquisitions

  • Transaction Committee of the Board of Directors of Reynolds American Inc. in the $60.6 billion sale to British American Tobacco p.l.c. (BAT) of the 57.8% of Reynolds stock that BAT did not already own.
  • Dow in its approximately $40 billion spin-off from DowDuPont Inc. as part of DowDuPont's separation into three independent, publicly traded companies, one each for its agriculture, materials science and specialty products businesses.
  • MSP Recovery, LLC in its $32.6 billion business combination with Lionheart Acquisition Corp. II, a SPAC sponsored by Lionheart Equities.
  • Willis Group Holdings plc in its $18 billion merger of equals with Towers Watson & Co.
  • Gores Holdings IV, Inc., a SPAC sponsored by an affiliate of The Gores Group, in its business combination with United Wholesale Mortgage, LLC (UWM), in a transaction that values UWM at approximately $16.1 billion.
  • Churchill Capital Corp IV, a SPAC sponsored by Churchill Capital Group, in its $11.75 billion merger with Lucid Motors.
  • Churchill Capital Corp III, a SPAC sponsored by Churchill Capital Group, in its $5.7 billion merger with MultiPlan, Inc. that has an enterprise value based on the transaction of approximately $11 billion.
  • Foley Trasimene Acquisition Corp. II, a SPAC sponsored by an affiliate of Trasimene Capital Management, LLC and led by William P. Foley II, in a $9 billion business combination with Paysafe Limited.
  • Gores Holdings V, Inc., a SPAC sponsored by The Gores Group, in its $8.5 billion business combination with Ardagh Metal Packaging S.A.
  • Foley Trasimene Acquisition Corp., a SPAC sponsored by Bilcar FT, LP and Trasimene Capital FT, LP., in its $7.3 billion combination with Alight Solutions LLC.
  • Brookfield Asset Management Inc. in its approximately $4.8 billion acquisition of a 61.2% stake in Oaktree Capital Group, LLC.
  • Sanofi in its $4.8 billion acquisition of Ablynx NV.
  • Verizon Communications Inc. in its $4.4 billion acquisition of AOL Inc.
  • US counsel to Kinder Morgan, Inc. and Kinder Morgan Canada Limited in their $3.5 billion sale of Trans Mountain Pipelines Inc.
  • Gores Metropoulos, Inc., a SPAC sponsored by affiliates of The Gores Group and Metropoulos & Co., in its $3.4 billion merger with Luminar Technologies, Inc.
  • Gores Holdings VI, Inc., a SPAC sponsored by The Gores Group, in its $2.9 billion business combination with Matterport, Inc.
  • Genworth Financial, Inc. as corporate counsel in its proposed $2.7 billion sale to China Oceanwide Holdings Group Company Ltd.
  • GS Acquisition Holdings Corp II, a SPAC sponsored by an affiliate of Goldman Sachs, in its $2.6 billion business combination with Mirion Technologies, Inc. (at the time, a portfolio company of Charterhouse Capital Partners).
  • ATI Physical Therapy Holdings, LLC (a portfolio company of Advent International) in its $2.5 billion business combination with Fortress Value Acquisition Corp. II, a SPAC sponsored by Fortress Investment Group.
  • Magellan Health, Inc. in its $2.2 billion merger with Centene Corporation.
  • Pace Holdings, a SPAC sponsored by TPG Pace Group, in its business combination with Playa Hotels & Resorts B.V., having an initial enterprise value of approximately $1.75 billion.
  • Gores Holdings III, Inc., a SPAC sponsored by an affiliate of The Gores Group, in its $1.55 billion business combination with Pacific Architects and Engineers, Inc. (PAE) (a portfolio company of Platinum Equity).
  • Fortress Value Acquisition Corp., a SPAC sponsored by Fortress Investment Group, in its $1.5 billion business combination with Secure Natural Resources and MP Materials.
  • Centerra Gold Inc. on the U.S. aspects of its $1.1 billion acquisition of Thompson Creek Metals Company, Inc.
  • TPG Global in the acquisition by TPG Pace Holdings Corp., a SPAC sponsored by TPG Pace Group, of the stock of Accel Entertainment, Inc., with the resulting entity having an initial enterprise value of approximately $884 million.
  • Dex Media, Inc. (n/k/a Thryv) (a portfolio company of Mudrick Capital Management and Paulson & Co.) in its acquisition of YP Holdings LLC.
  • Avista Healthcare Public Acquisition Corp. in its acquisition of Organogenesis Inc.
  • Intermedix Corporation(a portfolio company of Thomas H. Lee Partners) in its $460 million sale to R1 RCM Inc.
  • Primoris Services Corporation in its approximately $100 million acquisition of Willbros Group, Inc.

Restructuring

  • PG&E Corporation and Pacific Gas and Electric Company, one of the largest combined natural gas and electric energy companies in the United States and the largest utility company in the State of California, in their chapter 11 cases. PG&E has approximately 16,000,000 customers, 24,000 employees and estimated liabilities (including contingent and disputed liabilities) in excess of $50 billion.
  • EP Energy Corporation and its affiliated debtors, a public oil and natural gas exploration and production company, in their chapter 11 cases involving approximately $4.9 billion in funded debt obligations.
  • CBL & Associates Properties, Inc., one of the largest mall owners in the United States, in connection with their restructuring of more than $4 billion of obligations.
  • CEC Entertainment, Inc. and its affiliated debtors, an American franchisee company with iconic brands Chuck E. Cheese and Peter Piper Pizza with locations across 47 states and 16 foreign countries and territories, in their chapter 11 cases.
  • 24 Hour Fitness Worldwide Inc. and its debtor-affiliates in their chapter 11 cases involving approximately $1.4 billion of funded debt. 24 Hour Fitness is a leading fitness club operator with locations across the United States and more than 3 million members.

Prior to joining Weil, Adé served for five years in the SEC’s Division of Corporation Finance, where he provided interpretive advice and guidance relating to domestic and cross-border M&A transactions, going-private transactions, and reviewed numerous proxy contests, shareholder proposals and a variety of registration statements and other filings. Prior to the SEC, Adé worked in the investment banking division at Merrill Lynch, focusing on M&A, debt and equity transactions in the Telecom, Media and Technology sectors.

Adé is recognized as a leading lawyer for Securities: Regulation: Advisory by Chambers USA, where clients note he is “very highly regarded.” He is recognized as a “Leading Lawyer” for Corporate Governance and Shareholder Activism: Advice to Boards by Legal 500 US, where he is described as “a standout practitioner.” He is also recognized for M&A and Corporate Governance by Who’s Who Legal. Adé is a former Chair of the Federal Regulation of Securities: Proxy Statements and Business Combinations Subcommittee of the American Bar Association and a former Co-Chair of the DC Bar Association Mergers & Acquisitions Committee. Adé has also served as an Adjunct Professor of “Takeovers, Mergers & Acquisitions” at Georgetown University Law Center, which, to date, has been attended by more than 100 members of the SEC Staff via the SEC University Program. He is a frequent speaker and author on SEC disclosure requirements, securities regulation and corporate governance matters and developments.

Adé holds a J.D., cum laude, from Harvard Law School, and a M.B.A. in Finance from The Wharton School, University of Pennsylvania. He received his B.S. in Finance, cum laude, from University of Maryland.

Awards and Recognition, Speaking Engagements, Latest Thinking, Firm News & Announcements

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