It had previously received notification, in early 2018, that the Borrowers would default on their obligation under the Loan Agreements and the Amendments in the second quarter of 2018. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. 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. at 382. Christopher Dawson: 5 Fast Facts You Need to Know - Heavy For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. Wellspring Capital Management - Wikipedia [Amended Complaint, 37, 40]. Id. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. 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. In 2010, Bain Capital acquired the company for US$1.8 billion. Wellspring Capital Acquires Caring Brands International James brought a civil suit against Trump in September, alleging the Trump organization had fraudulently inflated the value of . The case status is Pending - Other Pending. San Francisco Bay Area, Silicon Valley), Operating Status of Organization e.g. [Amended Complaint, 57]. While property interests are defined by state law in the absence of a compelling federal interest, the Court would look to the Bankruptcy Code in making a determination of whether property is property of the estate under section 541. Type: Company - Private. The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. Tenn. 1991); 11 U.S.C. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. Id. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. 3d 473, 506 (S.D.N.Y. The company will explode Rich!" At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Id. Frustrated stakeholders can be further inclined, and incentivized, to view all corporate decisions with an eye towards litigation first through a 20/20 hindsight lens. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. Private equity firm Wellspring Capital Management has acquired Caring Brands International, parent company of home health and hospice franchise company Interim Healthcare, for an undisclosed amount. The defendants filed separate motions. As discussed in Cyrus II, the Fourth Circuit has stated that a bankruptcy court should apply the choice of law rules of the state in which it sits. Id. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . However, the garage actually had only 402 parking spaces. 8h`6$67Xn@,`& Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. Active, Closed, This describes the type of investor this organization is (e.g. 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. Litigation. v. Holmes (In re Holmes), 610 B.R. 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. The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. endstream endobj startxref Wellspring Capital Management The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). 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. See Sheehan v. Saoud, 650 Fed. wikipedia.en/Vatterott_College.md at main chinapedia/wikipedia.en If you do not agree with these terms, then do not use our website and/or services. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. Marlow v. Oakland Gin Co. (In re The Julien Co.), 128 B.R. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. 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. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. The firm's objective is to bring partnership, experience and value creation to each investment. Posted By: Imright , 3/3/2023 9:31:52 PM. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. 89], Charles E. Walker, Jr. [Docket No. Wellspring Capital Management LLC operates as a private equity firm. Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica 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. 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. Already a subscriber? Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. [Amended Complaint, 51]. @S1 $82N+ZJ | Wellspring Capital Management | LinkedIn Attorney advertising. D. Del. 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. These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. By teaming up with strong management, Wellspring is able to unlock underlying value and. 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. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. e""8*&B Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. Public Records Policy. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised All rights reserved. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. 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. This is the best way to manage and repair your business reputation. By Zachary Zagger (July 31, 2020, 9:56 PM EDT) -- 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 millions of dollars from gun seller United Sporting Cos. Inc., which blamed its bankruptcy on Donald Trump's win in the 2016 election. Access to case data within articles (numbers, filings, courts, nature of suit, and more. Trump legal team requests six-month delay in New York civil lawsuit 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. Law360 takes your privacy seriously. 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. 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 . R. Civ. 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. 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. The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. Finally, in West Side Fed. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. Practices: 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. 609, 614 (Bankr. (Compl. [Amended Complaint, 32]. Angel, Fund of Funds, Venture Capital), This describes the stage of investments made by this organization (e.g. Cancellation and Refund Policy, Privacy Policy, and The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. 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? The Wellspring ruling was not appealed, nor has any trial occurred on this matter. Id. endstream endobj 916 0 obj <>/Metadata 258 0 R/Pages 913 0 R/StructTreeRoot 384 0 R/Type/Catalog>> endobj 917 0 obj <>/MediaBox[0 0 612 792]/Parent 913 0 R/Resources<>/Font<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI]>>/Rotate 0/StructParents 0/Tabs/S/Type/Page>> endobj 918 0 obj <>stream Salaries posted anonymously by Wellspring Capital Management employees. 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. Id. David R. Duncan US Bankruptcy Judge District of South Carolina. The first and second causes of action are dismissed. Blackstone to Acquire Tradesmen International from Wellspring Capital Jan. 25, 2016) (alteration original). You can help Wikipedia by expanding it. Innovative Custom Brands, Inc. v. Minor, 2016 WL 308805, at *2 (S.D.N.Y. Id. Wellspring Capital Management, LLC; Wellspring Cap. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. 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 The defendants' motions to dismiss are granted. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . We look forward to carrying forward that vision and continuing our success in the years ahead.". Wellspring is a cautionary tale for the fiduciaries of a distressed or potentially distressed corporationparticularly with respect to negotiations around release and/or indemnification provisions for those same fiduciaries. . 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 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. with actual intent . Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. 93], and Bradley Johnson [Docket No. Defendant Wellspring Capital Management LLC is a Delaware limited liability company with its principal place of business at 390 Park Avenue, New York, New York 10022. The firm's objective is to bring partnership, experience and value creation to each investment. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. Copyright 2023 Ropes & Gray LLP. Revenue: $500 million to $1 billion (USD) Competitors: Unknown. 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. The United States District Court for the District of South Carolina found in a fraudulent conveyance case, relying on Terry v. Walker, that South Carolina conflict of law rules should apply to determine the applicable substantive law. Prior results do not guarantee a similar outcome. to hinder, delay, or defraud either present or future creditors." Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. 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." Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States PDF Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Wellspring Capital Management LLC - Company Profile and News 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. 19-80071-DD (Bankr. Otherwise you cannot get paid." 6. 987, 999-1000 (Bankr. Aug. 27, 2020). %%EOF Sec'y of State for Def. Wellspring Capital Management Group LLC ("Wellspring"), a New York-based private equity firm, announced that on May 29, 2020, it closed the acquisition of Steele Solutions, Inc. ("SSI" or the "Company"), a value-add supplier into the industrial automation sector. California Weighs $360,000 in Reparations to Eligible Black Residents. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. Twitter Revenue, Earnings Fell About 40% in December, WSJ Says, John Malone andCharter Directors Agree to $87.5 Million Settlement, China E-Commerce Giant JD Set for $1.4 Billion Discount Spree, Between Rounds of Golf, Trumps Searching for the Perfect DeSantis Diss, Your Saturday UK Briefing: Sunak Chalks Up a Win as the Budget Looms, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61, The Exhibit Reality TV Show PittingArtist Against ArtistIs No Masterpiece. 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. 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 In considering what choice of law provisions to apply, the Fourth Circuit stated: The Court notes that there is a specific fraudulent conveyance section of the Bankruptcy Code. You have to know whats happening with clients, competitors, practice areas, and industries. The amended complaint further states, "As recently as 2015, Ellett was the fifth largest private company in South Carolina and the largest distributor of firearms in the United States, with annual revenues of $750 million, over 350 employees nationwide, and 175 employees in South Carolina." D.S.C. 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. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. 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 District Court in Ashmore for Wilson stated: The parties' arguments regarding what law applies to the plaintiff's fraudulent conveyance claims present some complicated and novel questions; however, it is not necessary for the Court to decide whether the defendants are third party beneficiaries of the Loan Agreements or the Amendments. For the reasons set forth below, under the law of either state, the plaintiff's first and second causes of action must be dismissed. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. 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. The amended complaint contains no allegations that either Ellett, with respect to the first cause of action, or SportCo, with respect to the second cause of action, was insolvent at the time of the distributions or became, at the time of the transfers, insolvent as a result of the transfers. 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. King County, 863 F. Supp.2d at 318. Wellspring Capital Management Salaries - Glassdoor They are not actionable. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. When it comes to helping companies that show promise, Wellspring Capital Management is overflowing with support. Seth Pearson - Managing Director - Private Equity - York Capital At the conclusion of the hearing, the Court took the motions under advisement. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. The parties are in agreement that New York and South Carolina law regarding negligent misrepresentations are substantially similar and that as a result, the Court is not required to engage in a choice of law analysis as to the third cause of action. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: All business will get complaints. 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." If our offering sounds like something you would like to discuss, please get in touch on any of our contact details or the form below. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. Wellspring Capital Lawsuit | PDF | Limited Partnership | Loans - Scribd The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. 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. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Accordingly, Wellspring did not find that the defendants in fact breached their duties, but rather held that the plaintiff, a litigation trust, had asserted a viable claim that could proceed to a trier of fact. 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). 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. Wellspring Capital Partners VI Profile: Investments & Returns | PitchBook We look forward to hearing from you. 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. Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation Trust, Plaintiff, v. Wellspring Capital Management, LLC, Wellspring Capital Partners IV, L.P., WCM Genpar IV, L.P., WCM Genpar IV GP, LLC, Alexander E. Carles, Bradley Johnson, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik, Defendants. The origins of Wellspring Philanthropic Fund are shrouded. Fed. Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. Wellspring, 2021 WL 4823513, at *10. Relevant here: the plaintiff/litigation trust alleged that SportCos directors: Finally, the litigation trust also asserted a variety of other counts in its complaint related to other facts, circumstances, and actions that are not the subject of this Alert. Investment Approach Target Investments Wellspring's objective is to acquire or invest in companies that are well-positioned to capitalize on change and can benefit from Wellspring's operating and financial expertise. at 385. 1991) (unpublished table decision). Menu Home; Rankings. Wellspring Capital Management is a leading private equity firm headquartered in New York. Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds.

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