Adé Heyliger

His diverse practice encompasses counseling companies in mergers and acquisitions, private equity investments, capital markets transactions and bankruptcy/restructuring matters. Adé routinely advises boards of directors and board committees on various governance matters, including internal investigations, self-assessments, leadership structures, independence determinations, executive compensation and ESG and sustainability matters. Adé advises public companies on sensitive matters, including crisis management, internal controls and accounting irregularities. Adé also counsels on matters relating to shareholder activism, including proxy contests, shareholder proposals and engagement, and provides day-to-day guidance on a variety of corporate governance and disclosure matters, and regulatory and rulemaking developments.

Prior to joining Weil, Adé served in the SEC’s Division of Corporation Finance, providing interpretive advice relating to domestic and cross-border M&A transactions, going-private transactions, proxy contests and shareholder proposals, and disclosure guidance with respect to a variety of SEC filings. Prior to the SEC, Adé worked in the investment banking division at Merrill Lynch, focusing on transactions in the Telecom, Media and Technology sectors.

Adé has advised on corporate governance, securities regulation and disclosure and compliance matters in connection with the following matters:

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.
• Allego Holding B.V. (n/k/a Allego N.V.) (a portfolio company of Meridiam Infrastructure Partners) in its $3.14 billion business combination with Spartan Acquisition Corp. III, a SPAC sponsored by Spartan Acquisition Sponsor III LLC (an affiliate of Apollo Global Management).
• 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.
• Metaldyne Performance Group Inc. in its $3.3 billion sale to American Axle & Manufacturing Holdings, Inc.
• 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 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.
• Leafly Holdings, Inc. in its business combination with Merida Merger Corp. I, a SPAC sponsored by Merida Capital Holdings.
• Eli Lilly and Company in its $8.2 billion exchange of its approximately 82% remaining interest in Elanco Animal Health Incorporated for Lilly common shares held by its shareholders
• 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.

IPOs

• TPG Inc. in its $1.1 billion initial public offering.
• Elanco Animal Health Incorporated, the animal health division of Eli Lilly and Company, in its $1.7 billion initial public offering to finance, primarily, its purchase of the portion of Lilly's animal health businesses Elanco is acquiring in connection with its spin-off from Lilly.
• Dun & Bradstreet Holdings, Inc. (a public company backed by an investor consortium led by THL Partners, Cannae Holdings, Black Knight and CC Capital) in its $1.98 billion initial public offering and $400 million concurrent private placement.
• Metaldyne Performance Group Inc. (a portfolio company of American Securities) in its $170 million initial public offering.
• Dave & Buster’s Entertainment, Inc. (a portfolio company of Oak Hill Capital Partners) in its $100 million initial public offering.
• Papa Murphy's Holdings, Inc. (a portfolio company of Lee Equity Partners) in its $64 million initial public offering.

Bankruptcies and Restructurings

• Basic Energy Services, Inc. in connection with its chapter 11 cases and sale of substantially all of its assets.
• 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. 

Adé is recognized as a leading lawyer for Securities: Regulation: Advisory by Chambers USA, where clients note he is “a true partner who always provides practical solutions to the most challenging issues” and “an incredibly wise lawyer.” He is recognized as a “Leading Lawyer” for Corporate Governance by Legal 500 US, where he is described as a “standout practitioner.” Adé was named among Savoy magazine’s “2022 Most Influential Black Lawyers.” Adé was also shortlisted as “Diversity & Inclusion: Lawyer of the Year” for Chambers Diversity & Inclusion Awards: North America 2022. He is recognized for M&A and Corporate Governance by Who’s Who Legal and as a “Best Lawyer” for Securities Regulation in Washington, D.C. by Best Lawyers in America. 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 at Georgetown University Law Center, where his class was  attended by more than 100 members of the SEC Staff via the SEC University Program.

Adé is a frequent speaker on SEC disclosure requirements, securities regulation and corporate governance matters and developments, and regular contributor to Weil’s Governance & Securities Watch (blog). He is an active member of the National Association for Corporate Directors Compensation Committee Advisory Council and The Conference Board’s Human Capital Management Committee.

Adé has an active not-for-profit practice governance practice, and has worked with many of the Firm’s pro bono clients, including the Innocence Project. Adé also serves on the Board of the DC History Center, and serves as Co-Chair of Weil’s Global Diversity Committee.

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.