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Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. Wellspring Capital and the D&O Defendants grossly and recklessly mismanaged the business and carried out their respective roles in a manner that was devoid of reasonable inquiry and diligence in dereliction of their fiduciary duties to Prospect as a creditor of the increasingly insolvent enterprise. at 385. Musk Made a Mess at Twitter. Litigation. at 385. 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. 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. 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 . Finally, one place to get all the court documents we need. 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. A finding that Prospect is a preexisting creditor compels the same result. 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. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. 1991) (unpublished table decision). Id. 1996)). The Court also notes that, setting the other factors aside, given the extreme nature of the urgent tone of these emails, and the highly sophisticated status of Prospect, Prospect satisfying the justifiable reliance element of a negligent misrepresentation claim is questionable, at best. Id. 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. The amended complaint fails to allege insolvency at the time of the transfer, an essential element of a fraudulent conveyance claim under either New York or South Carolina law, and therefore fails to state a claim under 544(b). Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. Wellspring targets investments with the following characteristics: 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. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. 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. The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. The origins of Wellspring Philanthropic Fund are shrouded. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . R. Civ. You can help Wikipedia by expanding it. Please see our Privacy Policy. Id. WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. hbbd``b`u@IHEX 3X "2A`V @B'Hl``bdV8 2h Posted By: Imright , 3/3/2023 9:31:52 PM. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . 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. Aug. 27, 2020). 20-50554, 2021 WL 4823513 (Bankr. 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 [. New York law prohibits both actual and constructive fraudulent conveyances. Haynsworth Sinkler Boyd, P.A. Wellspring Capital Exits Strategic Investment in Great Lakes Caring It is notable that the first and second causes of action are based only on South Carolina law; however, because the parties disagree as to whether South Carolina or New York law should apply, the Court will analyze the first and second causes of action under both. Oil Producers Hand $128 Billionto Investors as Doubts Grow About Future of Fossil Fuels, Your Saturday Briefing: Trumps Comeback Plan, Wall Street Whistles Away, British Parents Turn to Home Equity to Help Young Buy Property, Japanese Unions Seek Biggest Pay Rise in 25 Years for Workers, Sorry, Fed, Most US Mortgage Rates Were Locked In During Pandemic Lows, Italys CDP Is Nearing Offer for Telecom Italia Network. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. 1001 to 5000 Employees. Therefore, the plaintiff argues that he is only required to establish constructive fraud. 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. 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. . 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. 91], F. Hewitt Grant [Docket No. They were not statements of presently existing fact. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. Wellspring Capital formed SportCo Holdings, Inc. ("SportCo") to serve as a holding company for United Sporting Company, Inc. ("United Sporting"), Ellett's direct parent; Ellett; and its subsidiaries. Sav. The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. 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. 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." The court considered whether the plaintiff had proved the tort of innocent misrepresentation. Christopher Dawson: 5 Fast Facts You Need to Know - Heavy Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica Wellspring Capital Management LLC - Dun & Bradstreet 8h`6$67Xn@,`& 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. Id. Id. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States EFFECTIVE DATE; SEC: Terminated: 3/2/2007: A customer lawsuit filed earlier this month against Sequoia, Paradigm, and Thoma Bravo, alleges these funds gave an "air of legitimacy" to FTX andvia their hundreds of millions in funding and. The third cause of action asserts that those parties "made numerous representations to Prospect concerning the AcuSport Purchase, including that the purchase would allow the Debtors to acquire $14 million worth of AcuSport inventory at a substantial discount; that it would result in the Debtors' immediate realization of a $7 million profit on the sale of the AcuSport inventory so purchased; and that it would result in the Debtors' capturing 20% to 30% of AcuSport sales." . Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. 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. 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 parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. Wellspring Capital Management is a leading private equity firm headquartered in New York. 541, 546 (Bankr. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, Copyright 2023 Ropes & Gray LLP. Wellspring Capital Management, LLC; Wellspring Cap. We look forward to hearing from you. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. Active, Closed, This describes the type of investor this organization is (e.g. The Firm takes pride in its ability to marshal its resources quickly and focus on the issues that matter, resulting in speed and certainty during the acquisition process. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 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. Wellspring CEO takes leave after explosive rape allegations against his son A former employee of Wellspring Capital Management filed a lawsuit in a New York Thursday alleging that the CEO's son, Christopher Dawson, drugged and repeatedly raped her one night in the. The firm's objective is to bring partnership, experience and value creation to each investment. 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. The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. Friedman v. Wellspring Capital Mgmt. (In re Sportco Holdings) Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 The Wellspring Defendants asserted all of these arguments and also asserted failure to state a claim under section 550 against certain defendants. Pentec Health Inc. Acquired by Wellspring Capital Management - PRWeb The December 26, 2017 email stated, "So you will waive [your interest payments]. at 382. It is not unusual for an entity facing distress to engage with their stakeholders and to negotiate any number of transaction alternatives and terms. 19.)1. The District Court stated that "[w]hether a fraudulent conveyance claim should be characterized as a tort action is uncertain and disputed among American jurisdictions." Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. "To survive a motion to dismiss, 'a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face."'" Wellspring Capital Management - Investments, Portfolio & Company Exits Business Restructuring, W.D. Designed By BM Designs. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. At the conclusion of the hearing, the Court took the motions under advisement. 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 amended complaint asserts three causes of action: (1) avoidance and recovery of fraudulent transfers by Ellett against the Transferee Defendants pursuant to 11 U.S.C. your most valuable capital, your ultimate resource. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. Wellspring Capital Management LLC operates as a private equity firm. 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. The middle-market private equity firm invests in companies with strong business . The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. App'x 143 (4th Cir. You have to know whats happening with clients, competitors, practice areas, and industries. 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. The emails, often using colorful language and harassing tones, essentially represent to Prospect that if the AcuSport transaction is not completed, Prospect will not get paid on its obligations. At Wellspring we pride ourselves on client service. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. REGISTRATION STATUS. When typing in this field, a list of search results will appear and be automatically updated as you type. Financial terms of the transaction were not disclosed. wikipedia.en/Vatterott_College.md at main chinapedia/wikipedia.en Wellspring buys PE-backed Center for Diagnostic Imaging Law360 takes your privacy seriously. Wellspring Capital Management, LLC; Wellspring Cap v Barry, III et al When it comes to helping companies that show promise, Wellspring Capital Management is overflowing with support. Mr. Friedman was substituted as the plaintiff on January 10, 2020. The defendants argue that Prospect is a subsequent creditor, because it had knowledge of and approved of the distributions prior to them being completed. In April 2018, Prospect agreed to defer two quarters of cash interest payments. Founded in 1995, Wellspring invests anywhere . Investment adviser | Wellspring Capital Management Ltd | M25 0FX 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 is a boutique discretionary management service - with a portfolio positioned for high performance. The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. Wellspring Capital Management | LinkedIn It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). 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 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 P. 12(b)(6). There are different definitions of insolvency. REGISTRATION STATUS . 598, 614 (Bankr. James Chan - Spare Room Tycoon - The Seventy Lessons of Sane Self Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. 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. hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. Ashmore for Wilson v. Dodds, 262 F. Supp. Wellspring Capital Acquires Caring Brands International Your livelihoodand your sanitydepend . The portfolio manager is also a co-investor in the strategy. 22-2003, 2023 WL 1098189 (3d Cir. Importantly, however, the Wellspring court declined to dismiss the litigation trusts duty of loyalty claim, stating on a cursory basis that Drawing all inferences in favor of the Trustee, the Complaint contains sufficient allegations that the D&O Defendants breached their duty of loyalty regarding the Failed Out of Court Restructuring. Id. Id. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. Reputation Management. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. Sounds like a tidy deal at year end [2017] made a lot of sense." 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. They are simply not statements of preexisting fact that were false when made. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. Public Records Policy. 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." 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. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. We have interesting videos for you to watch on my site. By teaming up with strong management, Wellspring is able to unlock underlying value and 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." Ellett used $54,860,549.74 of the First Amendment loan proceeds to fund distributions to the Transferee Defendants. In connection with this contemplated purchase, Alexander Carles, a managing partner of Wellspring Capital and an officer and director of SportCo and its subsidiaries, and Bradley Johnson, the president and chief executive officer of SportCo and its subsidiaries, sought to convince Prospect to forbear from exercising any remedies in the event of a payment default. Ripoff Report | scalp-med complaints, reviews, scams, lawsuits and 609, 614 (Bankr. Tex. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. Oct. 14, 2021) (Stickles, J.) See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. 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. [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]. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: This site is for informational purposes only. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. 19-80071-DD (Bankr. Certain state securities regulatory authorities have similar exemptions based on . January 12, 2022 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). 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. All rights reserved. Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. Angel, Fund of Funds, Venture Capital), This describes the stage of investments made by this organization (e.g. The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. Wellspring has the flexibility to complete transactions ranging from $100 million to as much as $1.5 billion in total value in a wide range of industries. Password (at least 8 characters required). "[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.'" [Amended Complaint, 51]. 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. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. Wellspring Capital Management Investor Profile: Portfolio & Exits 544(b). Hiding negative complaints is only a Band-Aid. Wellspring Sues Insurers To Fight Claims It Tanked Gun Seller Working at Wellspring Capital Management | Glassdoor These emails can hardly be considered negligent misrepresentations. 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, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Follow along as he lays out the blueprint for his career, and takes us all the way from his first sketch to his thriving personal brand, Spunge. Antares Capital Supports Wellspring Capital Management's Acquisition of