David R. Duncan US Bankruptcy Judge District of South Carolina. 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. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. Similarly, Merritt Dredging suggests that federal law would apply to a section 548 cause of action, but that state law should apply to fraudulent conveyance claims based on state law. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of Dawson's threats, according to an internal memo. 1988) (adopting rule from Klaxon Co. v. Stentor Electric Manufacturing Co., 313 U.S. 487 (1941) stating that a federal court sitting in diversity should apply the choice of law rules of the state in which it sits). hbbd``b`u@IHEX 3X "2A`V @B'Hl``bdV8 2h
This approach has historically delivered returns well above inflation. 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. The plaintiff relies on the fact that Ellett was unable to pay the debt owed to Prospect at the time that it had to be paid in full; however, this is not the only relevant point in time. It identifies undervalued companies whose share price does not properly reflect the true value of the business. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. Designed By, https://www.wellspringcapital.co.uk/disclaimer. e""8*&B The defendants' remaining arguments need not be addressed. Wall Street tycoon takes leave of absence after lawsuit claims his son The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. (Wellspring). Phone: 650 729-8626. See Sheehan v. Saoud, 650 Fed. . Pentec Health Inc. Acquired by Wellspring Capital Management Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. Friedman v. Wellspring Capital Mgmt. - Casetext App'x 143 (4th Cir. Revenue: $500 million to $1 billion (USD) Competitors: Unknown. 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 elements of a negligent misrepresentation claim under South Carolina law are as follows: Turning now to the present case, the third cause of action must be dismissed under either New York or South Carolina law because the statements that the plaintiff asserts constituted negligent misrepresentations were all statements regarding potential outcomes of a potential business endeavor; thus, they relate to future events and cannot form the basis of a negligent misrepresentation claim. 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 Management LLC - Dun & Bradstreet Wellspring partners with highly qualified and motivated senior management teams, actively working together to unlock a companys potential by providing ongoing financial, strategic and operational support. 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. Exempt Reporting Advisers ("ERA") are investment advisers that are not required to register as investment advisers because they rely on certain exemptions from registration under sections 203 (l) and 203 (m) of the Investment Advisers Act of 1940 and related rules. Note: This site is for informational purposes only. These are high quality companies, essential to the national, regional, or global economy but whose fundamental qualities are underappreciated and undervalued by the market. A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . at 382. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. wikipedia.en/Vatterott_College.md at main chinapedia/wikipedia.en About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. The South Carolina Supreme Court stated that New York law would govern the validity of the transfer before it, unless applying New York law would result in a violation of South Carolina public policy. King County, 863 F. Supp.2d at 318. 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. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. Another email stated, in part: "Gotta get your interest? Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. The portfolio manager is also a co-investor in the strategy. Designed By BM Designs. Investments Number of Investments 2 Wellspring Capital Management has made 2 investments. SEC / JURISDICTION. Mar 19, 2019 New York private equity firm Wellspring Capital Management said Monday it has acquired Center for Diagnostic Imaging, a Minneapolis-based operator of MRI and CT scanners that. They are simply not statements of preexisting fact that were false when made. Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. [cV3ljHkT/bx
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Wellspring Capital Management, LLC; Wellspring Cap v Barry, III et al Wellspring, 2021 WL 4823513, at *10. Sec'y of State for Def. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. View Videos. Charles E. Walker, Jr. argued in support of dismissal due to lack of a triggering creditor based on Prospect's secured status, failure to state a claim under New York law due to lack of insolvency, on equity grounds because Prospect failed to obtain a personal guaranty from Mr. Walker and because the distributions were specifically contemplated by the loan transaction, and due to failure to state a claim for fraudulent conveyance under South Carolina law. And the best part of all, documents in their CrowdSourced Library are FREE. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. 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. Therefore, the plaintiff argues that he is only required to establish constructive fraud. The firm's objective is to bring partnership, experience and value creation to each investment. 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. 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. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. 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. 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. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. 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. F. Hewitt Grant asserted the lack of a triggering creditor due to Prospect Capital Corporation's knowing participation in the transfers and failure to state a claim under New York law due to lack of insolvency and under South Carolina law due to failure to plead actual fraud. These emails can hardly be considered negligent misrepresentations. The courts analysis of the duty of loyalty claim can be fairly characterized as limited, consisting of four short paragraphs that largely restate or simply quote the complaint. Div. %PDF-1.5
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William F. Dawson, Jr., Chief Executive Officer of Wellspring, said, "My partners and I are pleased to complete the successful raising of Wellspring's sixth fund, which is a direct result of the strong relationships we have built with the investment community over many years and the returns we have generated. Total number of employee profiles an organization has on Crunchbase, Total number of Crunchbase contacts associated with this organization, Descriptive keyword for an Organization (e.g. Will Others Follow? When typing in this field, a list of search results will appear and be automatically updated as you type. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. The choice of law provision in the Loan Agreements states: In October 2017, Wellspring Capital was contemplating a purchase of AcuSport, a competitor, by Ellett, for $14.8 million. 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 . (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. at 613-14. Wellspring Capital Management Closes Fund VI at $1.415 Billion The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. Please Update this case to get latest docket information. Wellspring Capital Management LLC operates as a private equity firm. We charge a minimal base fee and the rest is performance fees we generate for clients and not on the amount of capital clients allocate. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. A New York buyout baron has taken a leave of absence from his fund after an explosive lawsuit claimed last week that he threatened an ex-employee to keep quiet after she accused his son of raping her. 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." 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 987, 999-1000 (Bankr. 2021 by wellspring capital Management. In Fall 2018, SportCo Holdings, Inc. (SportCo) was facing severe financial distress. . 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. Finally, in West Side Fed. Id. 3d 473, 506 (S.D.N.Y. Under certain conditions, section 548 allows the avoidance of a transfer made within two years of the date of the filing of the bankruptcy petition. Cancellation and Refund Policy, Privacy Policy, and 1996)). 544 and 550 and S.C. Code 27-23-10; (2) avoidance and recovery of fraudulent transfers by SportCo against the Transferee Defendants pursuant to 11 U.S.C. You have to know whats happening with clients, competitors, practice areas, and industries. They were not statements of presently existing fact. Please see our Privacy Policy. Id. 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). Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. Gymboree - Wikipedia 930 0 obj
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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. New York law and South Carolina law differed as to whether such a transfer was permitted. 85]. Our returning and new limited partners share our belief in the unique value proposition that Wellspring brings to the investment process, with our focus on strategic partnership and tailored approach to each investment. Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. On 05/20/2022 Wellspring Capital Management, LLC Wellspring Cap filed an Other lawsuit against Barry, III.This case was filed in U.S. Bankruptcy Courts, New York Southern Bankruptcy. Wellspring Capital Management - Wikipedia Wellspring Capital Management is a leading private equity firm headquartered in New York. Wellspring Capital Management, LLC; Wellspring Cap. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. An action with multiple causes of action was commenced by Prospect Capital Corporation in South Carolina state court and was removed to this court on September 6, 2019. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). Judge opens door for bankruptcy blame suits - Axios The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. Wellspring CEO takes leave after explosive rape allegations against his 2d 520, 529 n.14 (E.D. Over the past 20 years, Wellspring has invested in over 35 platform investments across . Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. Ellett used $54,860,549.74 of the First Amendment loan proceeds to fund distributions to the Transferee Defendants. Prior results do not guarantee a similar outcome. Wellspring Capital Management Acquires Cadence Petroleum Group Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Our tight-knit culture enables transparent oversight and a streamlined decision-making process. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. Even California Democrats don't want Newsom to run for president While New York law and South Carolina law have slightly different tests for avoiding constructive fraudulent conveyances, there exists a common thread which is not satisfied hereinsolvency at the time of the transfer. [Amended Complaint, 51]. Munich, by far the largest city in southern Germany, lies about 30 miles (50 km) north of the edge of the Alps and along the Isar River, which flows through the middle . Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. Target Investments - Wellspring Capital You can review interesting Flipbooks on my site. Va. June 8, 2011) (acknowledging that Maryland law is not clear regarding whether a fraudulent conveyance action sounds in tort, but concluding that "given that the gravamen of the fraudulent conveyance claim is the wrongfulness of the conveyance and the injury to the creditor, rather than balancing equities or fairness, it is appropriate to conclude that fraudulent conveyance claims sound in tort. 2005)). "[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.'" 90], Alexander E. Carles [Docket No. Many of the facts underlying the Wellspring decision are neither unique nor unusual. Make your practice more effective and efficient with Casetexts legal research suite. Sounds like a tidy deal at year end [2017] made a lot of sense." Wellsprings facts, as alleged, are fairly straightforward. 112]. 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. [Amended Complaint, 93]. to negotiate for release or indemnification, with the defendants arguing that such releases may have saved the post-restructuring company the expense of indemnifying the D&O Defendants in subsequent litigation. Wellspring CEO Bill Dawson is taking a leave of absence, the firm said Tuesday Last week a shocking lawsuit was filed against his son Christopher It claims he drugged and violently raped and. 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. We look forward to hearing from you. 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." About Wellspring Capital Management Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $4.4 billion of private equity capital. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised For the reasons set forth above, the first, second, and third causes of action set forth in the plaintiff's amended complaint fail to state claims for which relief can be granted. Wellspring Capital Management is a leading private equity firm headquartered in New York. 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. $46H$DrGHi`0I"DE$"J(aH! As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. SportCo later filed a free fall bankruptcy and liquidatedallegedly causing substantial losses for unsecured creditors that would not have occurred had SportCo accepted that agreement in principle allegedly reached in December 2018.