(quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. with actual intent . An outside law firm will assist with the probe to determine the validity of these reports, which allege behavior that is not only shocking but completely inconsistent with our corporate values and standards., Family calls complaint pure fiction intended as a shakedown, Dawson steps away from firm to spend time with his family. York Capital Management Feb 2021 - Present2 years 1 month New York, New York, United States Wellspring Capital Management LLC 13 years 5 months Partner Dec 2016 - Dec 20204 years 1 month. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. Find More Contacts for Wellspring Capital Management, Edit Lists Featuring This Company Section, European Regulation Ushers In Global Future For Fundraising, Wellspring Capital Management Acquires Caring Brands International, Private Equity Firms with Investments in United States, Greater New York Area Investors with Funds Raised in 2017, Private Equity Firms with Investments in Asia. Revenue: $500 million to $1 billion (USD) Competitors: Unknown. In Wellsprings view, the extent to which releases might have benefitted SportCo (as opposed to benefiting the directors alone) was at least in part a question of fact that could not be resolved on a motion to dismiss. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. Defendant Bernard Ziomek is in default in this matter. 401(k)/403(b) Plan Litigation Risk Management, Analytics & Behavioral Science Consulting (R&G Insights Lab), Committee on Foreign Investment in the United States (CFIUS), E-Discovery, Discovery Strategies & Data Analytics, Executive Compensation & Employee Benefits, Government Enforcement / White Collar Criminal Defense, Life Sciences Licensing, Collaborations & Joint Ventures, The Music Stops on the Texas Two-Step: Third Circuit Dismisses LTL Bankruptcy Case. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. 1994)). Instead, they may form the basis for a negligent misrepresentation claim if the party making the misrepresentation possesses some special expertise (by way of his job title or position, for example), or has some special knowledge about the particular fact that is allegedly misrepresented. We are motivated and incentivised to succeed. After all, corporate decisionmakers are often tasked with choosing a path where outcomes are at best uncertain. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. The Wellspring court was ruling on a motion to dismiss, and therefore accepted the plaintiffs somewhat barebones and perhaps self serving assertions as true and in the light most favorable to that plaintiff. (Wellspring). 1985). Particularly where negotiations may involve releases, indemnification, or similar provisions, be advised that the ever-present tendency for counterparties to exercise 20/20 hindsight is fully in effect. 112]. A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. 'Ov}b0. Law360 takes your privacy seriously. July 5, 2017). N.D.N.Y. The Wellspring Defendants asserted all of these arguments and also asserted failure to state a claim under section 550 against certain defendants. [Amended Complaint, 31]. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . The Court addresses in this order only those arguments that clearly mandate dismissal. Nor is it necessary for the Court to decide whether New York or South Carolina law applies under South Carolina's choice of law principles. 0 Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. 92], Todd Boehly [Docket No. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. Their most recent acquisition was Caring Brands International on Oct 25, 2021. Description. Wellspring Capital Management Fund Manager Website www.wellspringcapital.com Fund Category Private Equity Close Date 0000-00-00 Fund Family Wellspring Capital Partners Native Currency USD Fund Manager's Location 605 Third Avenue 44th Floor New York, NY 10158 United States +1 (212) 000-0000 Fund Domiciles Canada New York law requires insolvency at the time of the transfer, and South Carolina law requires insolvency both at the time of the transfer, and at the time the creditor seeks to collect the debt. These are high quality companies, essential to the national, regional, or global economy but whose fundamental qualities are underappreciated and undervalued by the market. [Amended Complaint, 51]. The United States Court of Appeals for the Third Circuit wasted no time getting the new year off to a roaring start through its ruling in In re LTL Mgmt., LLC, Case No. 2018) (distinguishing cases where the courts dismissed negligent misrepresentation claims based on "puffery" or founded solely on speculative statements regarding future profits as a result of proposed transactions, and finding that the misrepresentations at issue were actionable because they involved present facts). Aug. 27, 2020). Prospect is a sophisticated party and, to the extent that it wanted to confirm the predictions made by Mr. Carles and Mr. Johnson were in fact accurate, it could have exercised due diligence. @S1 $82N+ZJ | Id. Even among California Democrats, Newsom is still in the negatives, with 54% wanting him to sit out in 2024 and only 35% wanting him to run. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. v. Holmes (In re Holmes), 610 B.R. Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. In support of this argument, the plaintiff cites a case from the United States District court for the District of Idaho, which was affirmed by the Ninth Circuit, as well as a case from the United States Bankruptcy Court for the Southern District of Texas, in which the court stated that 544(b) claims are unique "because they exist only to the extent of applicable state law," but then found, "Even so, such claims are not pendant state claims in federal bankruptcy cases, but are federal causes of action rooted in federal bankruptcy law and policy." Salaries posted anonymously by Wellspring Capital Management employees. 1996)). In June 2019, SportCo and its subsidiaries (the "Debtors") filed chapter 11 bankruptcy cases in the United States Bankruptcy Court for the District of Delaware. The legal team representing former President Donald Trump formally has requested a six-month delay in the civil case filed against him by New York Attorney General Letitia James. Home; About Us; Investment Approach. See Scheidelman v. Henderson (In re Henderson), 423 B.R. Cases involving other matters not classified elsewhere, 890, 1890, 1990, 2890, 2899, 2999, 3375, 3890, 3896, 3899, 3999, 4890, 4896, 4999, Wellspring Capital Management, LLC; Wellspring Cap v. Barry, III et al. Martin Davis, 72; Created Modern Paramount, "Financial Firm Wellspring Capital to Take Penthouse at 605 Third Avenue", "Wellspring Capital Management taps $1.45bn Fund VI for Cadence Petroleum Group buyout", "SupplyOne Acquires Fellow Packaging Distributor Romanow Container", "Healthcare & Life Sciences Private Equity Deal Tracker: Wellspring Acquires Pentec Health", https://en.wikipedia.org/w/index.php?title=Wellspring_Capital_Management&oldid=1118006247, This page was last edited on 24 October 2022, at 18:15. Investors in its most recent fund include the Washington State Retirement System, Minnesota State Board of Investment, Connecticut Retirement Plans & Trust Funds, Kansas Public Employees' Retirement SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. . The complaint must provide more than mere "labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. This Supreme Court Case Could Redefine Crime, YellowstoneBackers Wanted to Cash OutThen the Streaming Bubble Burst, How Countries Leading on Early Years of Child Care Get It Right, Female Execs Are Exhausted, Frustrated and Heading for the Exits, No Major Offer Expected on Childcare in UK Budget, Biden Gives Medal of Honor to Trailblazing Special Forces Member, Climate Change Is Launching a MutantSeed Space Race, UK Braces for Rare Weather Event That Risks Late-Winter Freeze, This Former Factory Is Now New Taipeis Edgiest Project, What Do You Want to See in a Covid Memorial? Middle Market Private Equity. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. The firm functions as a strategic rather than tactical partner, providing management teams with top-line support, M&A experience and financial expertise, and access to resources. [cV3ljHkT/bx @A,20p1 ks View Videos. Designed By BM Designs. The amended complaint does not allege that either Ellett or SportCo was insolvent at the time of the transfer or became insolvent as a result of the transfer. . Practices: A constructive fraudulent conveyance exists under New York law if the conveyance was made without fair consideration and "(1) the transferor is insolvent or will be rendered insolvent by the transfer in question; (2) the transferor is engaged in or is about to engage in a business transaction for which its remaining property constitutes unreasonably small capital; or (3) the transferor believes that it will incur debt beyond its ability to pay." In the legal profession, information is the key to success. All rights reserved. your most valuable capital, your ultimate resource. [4] Wellspring completed fundraising on its sixth fund in 2018 with $1.45 billion of investor commitments as a successor to its $1.2 billion 2011 Fund V.[3], Wellspring focuses on the packaging, healthcare, niche manufacturing and distribution sectors.[5][6]. R. Civ. New York law and South Carolina law differed as to whether such a transfer was permitted. In early 2018, Wellspring Capital notified SportCo's secured lenders that SportCo would default on a $4.7 million interest payment due in the second quarter of 2018. You can review interesting Flipbooks on my site. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Specifically, Mr. Carles and Mr. Johnson represented to Prospect that a purchase of AcuSport would result in: (1) Debtors' capturing 20 to 30 percent of AcuSport sales; (2) Acquisition of $14 million worth of AcuSport's inventory at a significant discount; and (3) Realization of an immediate $7 million profit from the sale of the inventory acquired in the purchase. Ashmore for Wilson v. Dodds, 262 F. Supp. Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. Certain state securities regulatory authorities have similar exemptions based on . WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Wellspring Capital, through defendants Mr. Carles and Mr. Johnson, allegedly represented to Prospect that: (1) Ellett could purchase assets of AcuSport for $14.8 million; (2) the purchase would result in the Debtors' capturing 20% to 30% of AcuSport sales; (3) the Debtors could acquire $14 million of AcuSport inventory at a substantial discount; and (4) Ellett would immediately realize a $7 million profit on the sale of the inventory acquired in the purchase. Sav. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. 89], Charles E. Walker, Jr. [Docket No. The firm's objective is to bring partnership, experience and value creation to each investment. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. The defendants argue that this cause of action must be dismissed because the alleged misrepresentations were forward-looking statements and opinions; therefore, they are not actionable and cannot form the basis for a negligent misrepresentation cause of action. Using a sophisticated network of for-profits, shell corporations, and consultancies, Wellspring has poured out an incredible $1.1 billion into nonprofits, most of which is hidden from prying eyes in donor-advised funds. Wellspring Capital, Mr. Carles, and Mr. Johnson were not insiders of AcuSport, and the amended complaint does not allege that they had any special knowledge or information about AcuSport that was not available to the public. 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. A social media content creator signed an agreement with Birchbox in May of 2022 and hadn't been paid the $2,500 due as of Jan. 24, despite several emails to the company. D.S.C. Will His AI Plans Be Any Different? Note: This site is for informational purposes only. SEC / JURISDICTION. Another email stated, in part: "Gotta get your interest? Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. Id. Adversary Proceeding No. Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. The plaintiff responds that the express terms of the choice of law provisions provide that the clause applies only to the parties to the Loan Agreements and the Amendments and that the defendants' indirect connection to the parties to the agreements, and the nature of their received benefit, a distribution, are not sufficient to render them third-party beneficiaries of the Loan Agreements and the Amendments. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. The court addressed the dissent's finding, that the defendant's determination of the number of parking spaces was a matter of judgment or opinion and was therefore unactionable. This matter is before the Court on motions to dismiss filed by the defendants Wellspring Capital Management, LLC ("Wellspring Capital"), Wellspring Capital Partners IV, L.P. ("Wellspring Capital Partners"), WCM Genpar IV, L.P., WCM Genpar IV GP, LLC (collectively, the "Wellspring Defendants") [Docket No. Id. . Wellspring, 2021 WL 4823513, at *10. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. The plaintiff's first and second causes of action both assert claims for fraudulent conveyances pursuant to 544(b) and S.C. Code 27-23-10. "[F]or purposes of Rule 12(b)(6), '[the court is] not required to accept as true the legal conclusions set forth in a plaintiff's complaint.'" Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. Wellspring Capital Management LLC Chief Executive Officer Bill Dawson has taken a leave of absence, days after a former employee alleged in a lawsuit that he threatened her for accusing his son of sexual assault. 22-2003, 2023 WL 1098189 (3d Cir. The adviser's REGISTRATION status is listed below. There are different definitions of insolvency. Sec'y of State for Def. By teaming up with strong management, Wellspring is able to unlock underlying value and pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . P. 12(b)(6). The court considered whether the plaintiff had proved the tort of innocent misrepresentation. Id. The December 26, 2017 email stated, "So you will waive [your interest payments]. 1999)). However, the garage actually had only 402 parking spaces. In Cyrus II, the court also acknowledged that the Fourth Circuit has found otherwise and determined that state choice of law rules should be used in bankruptcy cases. Cancellation and Refund Policy, Privacy Policy, and Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. The firm functions as a strategic rather than tactical partner, providing management teams with top-line support, M&A experience and financial expertise, and access to resources. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 91], F. Hewitt Grant [Docket No. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. Over the past 27 years, Wellspring has invested in over 50 platform investments and completed over 80 add-on acquisitions across various segments of the U.S. and global economies. Wellspring Capital Management LLC operates as a private equity firm. The plaintiff/litigation trust also asserted claims directly against Wellspring Capital under an aiding and abetting theoryi.e., asserting that Wellspring Capital itself aided and abetted the SportCo Boards alleged fiduciary duty breaches. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). This is despite the fact that 57% of Californians and 37% of California Democrats do not want President Joe Biden to run, according to a poll from the Berkeley Institute of Governmental Studies. Id. Broker-Dealers Business & Commercial Litigation Business Restructuring California Consumer Privacy Act Capital Markets Capital Solutions & Private Credit Charitable Foundations China Life Sciences Committee on Foreign Investment in the United States (CFIUS) Consumer Protection and Advertising Law Corporate & Securities Litigation Your livelihoodand your sanitydepend . My company, Asia Marketing and Management, has global ambitions but consists largely of me and the intelligence, experience, contacts, and per-sonality I bring to my clients . [Amended Complaint, 93]. The defendants argue that New York law should apply, first, because the Loan Agreements and the First and Second Amendments contain choice of law provisions stating that New York law will apply and second, because South Carolina choice of law analysis dictates that New York law should apply. The defendants' remaining arguments need not be addressed. We have interesting videos for you to watch on my site. Active, Closed, This describes the type of investor this organization is (e.g. 101 (32). To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. I Shall [Not] Be Released: Wellspring, Director Releases, breached their duty of care, since the directors refused to reasonably maximize corporate value by killing the restructuring on account of releases/indemnity (, breached their duty of loyalty, since they placed their own self-interests above those of their fiduciaries [. 2016) (citing numerous cases, recognizing disagreement among courts regarding whether fraudulent conveyance action is a tort action); MainStreet Bank v. Nat'l Excavating Corp., 791 F. Supp. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. You have to know whats happening with clients, competitors, practice areas, and industries. Wellspring Capital Management has acquired 38 organizations. REGISTRATION STATUS. But Wellspring would arguably undermine the ability to negotiate for what are customary and, indeed, necessary protections for corporate decisionmakers in those same transactions, such as releases, indemnity, or exculpation. In April 2018, Prospect agreed to defer two quarters of cash interest payments. The plaintiff, however, asserts that federal conflict of law principles should govern what state's law applies in this case, because "[a] claim under 544(b) incorporates 'applicable law,' but it is a claim under federal law with a substantive federal law recovery scheme." Law360 provides the intelligence you need to remain an expert and beat the competition. Many of the facts underlying the Wellspring decision are neither unique nor unusual. Wellspring Capital Management is a middle-market private equity financing firm. REGISTRATION STATUS . By teaming up with strong management, Wellspring is able to unlock underlying value and. In an email obtained by . Prior results do not guarantee a similar outcome. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 . Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. from 8 AM - 9 PM ET. 91], Andrew Kupchik [Docket No. R. Civ. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. Fed. Public Records Policy. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Flipbooks. In Wellspring, the Delaware bankruptcy court held that an alleged duty of loyalty breach could survive a motion to dismiss where: Bear in mind that alleged is the operative word here. New York law regarding third party beneficiaries provides: With respect to South Carolina's choice of law analysis, South Carolina conflict of law principles provide that "the substantive law governing a tort action is determined by the state in which the injury occurred." WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. 2007) (citations omitted). pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. 2012) and West Side Fed. Wellspring targets investments with the following characteristics: [Amended Complaint, 32]. Copyright 2023 Ropes & Gray LLP. Attorney advertising. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States The defendants argue that Prospect is a subsequent creditor, because it had knowledge of and approved of the distributions prior to them being completed. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. Despite that agreement in principle, it was alleged in relevant part that: Unable to agree on the release and indemnification issue, SportCos out-of-court restructuring failed, and SportCo defaulted on its funded debt shortly thereafter. e""8*&B They are simply not statements of preexisting fact that were false when made. The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. Click here to login, 2023, Portfolio Media, Inc. | About | Contact Us | Legal Jobs | Advertise with Law360 | Careers at Law360 | Terms | Privacy Policy | Cookie Settings | Help | Site Map, Enter your details below and select your area(s) of interest to stay ahead of the curve and receive Law360's daily newsletters, Email (NOTE: Free email domains not supported). 8h`6$67Xn@,`& 2009). These emails can hardly be considered negligent misrepresentations. Wellspring Capital Management LLC Chief Executive Officer Bill Dawson has taken a leave of absence, days after a former employee alleged in a lawsuit that he threatened her for accusing his son of sexual assault. The Court further notes that here, section 548 is not available to the plaintiff due to the timing of the transfers and the bankruptcy filings. Reputation Management. With respect to which state's law applies, the defendants argue that the elements required to find that a party is a third party beneficiary are all met in this case and therefore New York law, as specified in the Loan Agreement's and Amendments' choice of law provisions, should apply to the plaintiff's causes of action against them. Private equity firm Wellspring Capital Management LLC on Friday hit a slew of its insurers with a suit in New York state court alleging they must defend it against claims that it plundered . It featured lower-priced clothing and was Gymboree's direct competitor for The Children's Place and Old Navy.. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . You can help Wikipedia by expanding it. On March 7, 2013, the Borrowers entered into a First Amendment to the Loan Agreements (the "First Amendment"), pursuant to which Prospect loaned the Borrowers an additional $60 million. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. Id. Designed By, https://www.wellspringcapital.co.uk/disclaimer. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. The firm's objective is to bring partnership, experience and value creation to each investment. Industry: Investment & Asset Management. Hiding negative complaints is only a Band-Aid. Founded in 1995, Wellspring invests anywhere . Please Update this case to get latest docket information. Section 544(b) states: The defendants' motions assert numerous arguments in support of the assertion that the Court must dismiss the plaintiff's causes of action. In 2012, the year that the amended complaint alleges Ellett "achieved record sales and earned revenues of approximately $1.2 billion," Ellett and its operating subsidiaries (the "Borrowers") entered into a Third Amended and Restated Loan and Security Agreement and a Second Lien Loan and Security Agreement (collectively, the "Loan Agreements") with lenders including Prospect Capital Corporation ("Prospect"), pursuant to which Prospect and the other lenders loaned $280 million to the Borrowers.
Joella's Grilled Chicken Nutrition Information,
George Halas Obituary,
Dungarvin Pay Schedule 2022,
Accident On Route 70 In Marlton Today,
Footy Express 2020 Timetable,
Articles W