. [Amended Complaint, 54]. Sounds like a tidy deal at year end [2017] made a lot of sense." Revenue: $500 million to $1 billion (USD) Competitors: Unknown. 2009). Industry: Investment & Asset Management. To this end, Wellspring reinforces two key principles in particular: We encourage you to contact your Ropes & Gray team to discuss these matters more fully. 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. Founded in 1995, Wellspring invests anywhere . The Court now issues this order, granting the motions to dismiss for the reasons set forth below. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. Id. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. 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. 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. SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. We have interesting videos for you to watch on my site. 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. At Wellspring we pride ourselves on client service. Wellspring Capital Management Acquires Paragon Films Wellspring Capital Management Company Profile | Management and Use tab to navigate through the menu items. Angel, Fund of Funds, Venture Capital), General contact email for the organization. The Uniform Commercial Code defines insolvency as the inability to pay debts in the ordinary course or when they come due, while the Bankruptcy Code defines insolvency as debts exceeding assets. @S1 $82N+ZJ | The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Wellspring Capital Acquires SupplyOne | Markets Insider In the legal profession, information is the key to success. Wellspring Capital Management - Wikipedia The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). Wellspring Capital Management is a leading private equity firm headquartered in New York. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. See Scheidelman v. Henderson (In re Henderson), 423 B.R. 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. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. Shoe designer and creative Salehe Bembury takes us on a journey from his childhood growing up in Manhattan, to an invaluable degree in industrial design, to working with some of the biggest names in fashionbefore breaking off to make his own name. The defendants argue that in the event the Court finds the choice of law provision does not apply, South Carolina choice of law principles should be consulted to reach a finding that New York law applies. 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. 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 In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. IAPD - Investment Adviser Public Disclosure - Homepage D.S.C. Ellett used $54,860,549.74 of the First Amendment loan proceeds to fund distributions to the Transferee Defendants. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. 1984) for the proposition that under New York law, opinions are actionable in a negligence context. 112]. R. Civ. from 8 AM - 9 PM ET. Ashmore for Wilson v. Dodds, 262 F. Supp. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). Wellspring Capital Management. Mr. Friedman was substituted as the plaintiff on January 10, 2020. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). 1999)). 1001 to 5000 Employees. articles a month for anyone to read, even non-subscribers! 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. [Amended Complaint, 37, 40]. Andrew Kupchik argued dismissal was necessary due to Prospect's ratification and/or consent to the distributions, due to failure to state a claim under New York law because of lack of insolvency and failure to state a claim under South Carolina law due to failure to plead actual fraud, due to the expiration of the statute of limitations on the fraudulent conveyance claims, and due to failure to plead the existence of a triggering unsecured creditor. Wellspring Capital Management is a leading private equity firm headquartered in New York. at 385. Financial terms of the transaction were not disclosed. 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 . 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 issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. 2021 by wellspring capital Management. PDF Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit The Court addresses in this order only those arguments that clearly mandate dismissal. We look forward to carrying forward that vision and continuing our success in the years ahead.". The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. 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. 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 - Investments, Portfolio & Company Exits 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. These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. Friedman v. Wellspring Capital Mgmt. (In re Sportco Holdings) v. Holmes (In re Holmes), 610 B.R. Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions. Fax: 877 376-7003. Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). PDF In the United States Bankruptcy Court for The District of Delaware Id. Judge opens door for bankruptcy blame suits - Axios Their most recent acquisition was Caring Brands International on Oct 25, 2021. 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." 2021 by wellspring capital Management. 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. 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. App'x 143 (4th Cir. Fed. 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. This is the best way to manage and repair your business reputation. 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." In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. The portfolio manager is also a co-investor in the strategy. "[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.'" Fund VI brings the firm's assets under management to more than $4.4 billion. 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. The December 26, 2017 email stated, "So you will waive [your interest payments]. Wellspring Capital Management LLC operates as a private equity firm. Gymboree - Wikipedia See Sheehan v. Saoud, 650 Fed. REGISTRATION STATUS . New York law and South Carolina law differed as to whether such a transfer was permitted. These emails can hardly be considered negligent misrepresentations. Va. Mar. The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. at 382. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. Wellspring Capital Management LLC - Company Profile and News 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. 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 . Salaries posted anonymously by Wellspring Capital Management employees. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. Over $134 million of the loan proceeds were used to fund distributions to Wellspring Capital Partners, WCM GenPar IV, L.P., WCM GenPar IV GP, LLC, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik (collectively, the "Transferee Defendants"). 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. 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. July 5, 2017). hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 The firm's objective is to bring partnership, experience and value creation to each investment. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). Wellspring Capital Management has acquired 38 organizations. Wellspring Capital Management, LLC; Wellspring Cap v Barry, III et al The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. 2022 Wellspring Capital Management Group LLC |. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. 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. to hinder, delay, or defraud either present or future creditors." The Firm also has a long history of collaboration with entrepreneurs and closely held businesses to achieve outsized growth, with a large percentage of our portfolio companies being transitioned from founder ownership. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. It identifies undervalued companies whose share price does not properly reflect the true value of the business. We see how Bembury is able to walk the line of business convention while taking his art to new heights, turning ordinary items into extraordinary footwear. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. W.D. Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica 930 0 obj <>/Filter/FlateDecode/ID[<6781EE974E7B2C4D9274E8F359D28E60>]/Index[915 48]/Info 914 0 R/Length 80/Prev 600062/Root 916 0 R/Size 963/Type/XRef/W[1 2 1]>>stream Under either New York or South Carolina law, the plaintiff's third cause of action for negligent misrepresentation fails to state a claim for which relief can be granted. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. The defendants filed separate motions. 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. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. The middle-market private equity firm invests in companies with strong business . Trump legal team requests six-month delay in New York civil lawsuit 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." Federal Rule of Bankruptcy Procedure 7012(b). The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. Wellspring Capital Management Investor Profile: Portfolio & Exits 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 plaintiff responds that Prospect is a preexisting creditor because the distributions were not made until after Prospect became a creditor when the Loan Agreements and the Amendments were signed. 1994)). 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. 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. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. Ripoff Report | scalp-med complaints, reviews, scams, lawsuits and IAPD - Investment Adviser Public Disclosure - Homepage Wellspring Capital Management, LLC; Wellspring Cap. By teaming up with strong management, Wellspring seeks to unlock underlying value and pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. 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. Wellspring CEO takes leave after explosive rape allegations against his son Hiding negative complaints is only a Band-Aid. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. N.D.N.Y. Bloomberg View columnist Barry Ritholtz looks at the people and ideas that shape markets, investing and business. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. Our tight-knit culture enables transparent oversight and a streamlined decision-making process. Middle Market Private Equity. Finally, although the plaintiff asserts that federal conflict of law principles should apply, he argues that even under South Carolina conflict of law rules, South Carolina law should apply. Additionally, the plaintiff argues that the third element of New York's third-party beneficiary test is not met because there is no express intent in the Loan Agreements or the Amendments to compensate the defendants in the event the distributions were not paid and in fact, the Loan Agreement indicates the opposite by virtue of the inurement clause found in Section 13.1. Wellspring Philanthropic: An Ocean of "Dark Money" on the Left Id. at 385. Oct. 14, 2021) (Stickles, J.) The defendant represented to the plaintiff, and to an appraiser who performed an appraisal of the garage, that the parking garage had 500 parking spaces. 915 0 obj <> endobj . 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. If you want your business to survive, you need to understand your-self. We are taking this matter very seriously, and have launched an immediate internal investigation, Jeffrey Gould, Wellsprings head of marketing and investor relations, told investors last week in a note seen by Bloomberg News. When typing in this field, a list of search results will appear and be automatically updated as you type. The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. . About Us - Wellspring Capital 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. 101 (32). 1991) (unpublished table decision). 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. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. In 2010, Bain Capital acquired the company for US$1.8 billion. 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 with actual intent . 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. The amended complaint is dismissed. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. Jan. 30, 2023). Will Others Follow? We look forward to hearing from you. 93], and Bradley Johnson [Docket No. 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. 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. Finally, in West Side Fed. 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. California Weighs $360,000 in Reparations to Eligible Black Residents. 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. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. Sec'y of State for Def. The court stated that expressions of opinion are actionable under New York law, but further stated: New York courts have also stated that statements of "mere puffery", or "statements founded entirely on speculation concerning future profits from proposed business endeavors" are not actionable. Certain state securities regulatory authorities have similar exemptions based on . Wellspring Capital Management LLC - Dun & Bradstreet From reading the Financial Times at school to managing his first portfolio at just 18, he has built Wellspring Capital into a nationwide wealth management boutique. 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 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. 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. The defendants' remaining arguments need not be addressed. 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. This approach has historically delivered returns well above inflation. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. Copyright 2023 Ropes & Gray LLP. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. Why is this public record being published online? Business Restructuring, Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. McDermott Will & Emery LLP > San Francisco > United States | The Legal New York law prohibits both actual and constructive fraudulent conveyances. 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. [Amended Complaint, 31]. Wellspring Capital Acquires Caring Brands International Phone: 650 729-8626. Read More Key Principal: William Dawson Junior See more contacts Industry: Management investment, open-end Printer Friendly View Address: 605 3RD Ave FL 44 New York, NY, 10158-0011 United States See other locations Phone: Website: www.wellspringcapital.com Employees (this site): Actual The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. Working at Wellspring Capital Management | Glassdoor 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. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. 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. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: Amazon Pauses Construction on Second Headquarters in Virginia as It Cuts Jobs, Amazon Is Closing Its Cashierless Stores in NYC, San Francisco and Seattle, iPhone Maker Plans $700 Million India Plant in Shift From China, Stock Traders Are Ignoring Blaring Bond Alarms, S&P 500 Notches Best Week Since Late January: Markets Wrap. 8h`6$67Xn@,`&

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