Our tight-knit culture enables transparent oversight and a streamlined decision-making process. to hinder, delay, or defraud either present or future creditors." On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. W.D. 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. They are simply not statements of preexisting fact that were false when made. In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. 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. at 613-14. A social media content creator signed an agreement with Birchbox in May of 2022 and hadn't been paid the $2,500 due as of Jan. 24, despite several emails to the company. 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. 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). The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. E-mail: sandra@wellspring-cap.com; Videos. The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . 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. Corporate Advocacy Program. 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. at 385. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. 2022 Wellspring Capital Management Group LLC |. 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. Already a subscriber? 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. at 382. Id. When typing in this field, a list of search results will appear and be automatically updated as you type. The firm's objective is to bring partnership, experience and value creation to each investment. P. 12(b)(6). Your livelihoodand your sanitydepend . 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. R. Civ. Wellspring Capital Exits Strategic Investment in Great Lakes Caring A finding that Prospect is a preexisting creditor compels the same result. King County, 863 F. Supp.2d at 318. Financial terms of the transaction were not disclosed. 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. Therefore, the plaintiff argues that he is only required to establish constructive fraud. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). Ashmore for Wilson v. Dodds, 262 F. Supp. Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit January 12, 2022 Please see our Privacy Policy. Wellspring CEO takes leave after explosive rape allegations against his son 598, 614 (Bankr. 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. 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. In particular, the bankruptcy court held that the allegations failed to support a conclusion that the SportCo directors were somehow acting on an uninformed basis or that the rejection of the out-of-court restructuring was grossly negligent. Practices: Flipbooks. 2005)). Wellspring Capital Management - Crunchbase You can review interesting Flipbooks on my site. Certain state securities regulatory authorities have similar exemptions based on . Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. Wellspring Capital Management - Investments, Portfolio & Company Exits 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. . Wellspring Capital, Mr. Carles, and Mr. Johnson were not insiders of AcuSport, and the amended complaint does not allege that they had any special knowledge or information about AcuSport that was not available to the public. 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. 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. Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica 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. 2016) (citing numerous cases, recognizing disagreement among courts regarding whether fraudulent conveyance action is a tort action); MainStreet Bank v. Nat'l Excavating Corp., 791 F. Supp. 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. REGISTRATION STATUS. Fax: 877 376-7003. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. 609, 614 (Bankr. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. 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. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. They were not statements of presently existing fact. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. 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. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? In 2010, Bain Capital acquired the company for US$1.8 billion. 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. Lawsuit: Wellspring CEO Told - Institutional Investor [Amended Complaint, 57]. at 358. 541, 546 (Bankr. The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments. In considering whether to grant a motion to dismiss under Rule 12(b)(6), the court may take judicial notice of matters of public record and may consider documents attached to the complaint and the motion to dismiss, "so long as they are integral to the complaint and authentic." Mr. Friedman was substituted as the plaintiff on January 10, 2020. Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions. 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. Antares Capital Supports Wellspring Capital Management's Acquisition of Note: This site is for informational purposes only. About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. Reputation Management. Defendant Bernard Ziomek is in default in this matter. Even California Democrats don't want Newsom to run for president at 321. Attorney advertising. 91], F. Hewitt Grant [Docket No. 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. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . In Fall 2018, SportCo Holdings, Inc. (SportCo) was facing severe financial distress. 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. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). 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. 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. Wellspring Capital Management Portfolio Investments, Wellspring Capital %PDF-1.5 % Otherwise you cannot get paid." 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. The adviser's REGISTRATION status is listed below. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . If you do not agree with these terms, then do not use our website and/or services. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. In re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. 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. 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. By teaming up with strong management, Wellspring is able to unlock underlying value and 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. 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 seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. 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. The Firm will consider buyouts of private companies, acquisitions of divisions or subsidiaries of public companies, shareholder liquidity needs, partnering with entrepreneurs for growth opportunities, and special situations. 20-50554, 2021 WL 4823513 (Bankr. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. The defendants argue that New York law should apply, first, because the Loan Agreements and the First and Second Amendments contain choice of law provisions stating that New York law will apply and second, because South Carolina choice of law analysis dictates that New York law should apply. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. Id. These emails can hardly be considered negligent misrepresentations. with actual intent . 1001 to 5000 Employees. Posted By: Imright , 3/3/2023 9:31:52 PM. The portfolio manager is also a co-investor in the strategy. Hiding negative complaints is only a Band-Aid. Phone: 650 729-8626. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . Pentec Health Inc. Acquired by Wellspring Capital Management - PRWeb The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." [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]. $46H$DrGHi`0I"DE$"J(aH! The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. 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. 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. In April 2018, Prospect agreed to defer two quarters of cash interest payments. Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. 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. Litigation. 85]. We are motivated and incentivised to succeed. D. Del. 19.)1. 93], and Bradley Johnson [Docket No. 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. Wellspring Capital Management Investor Profile: Portfolio & Exits The firms objective is to bring partnership, experience and value creation to each investment. Wellspring Capital Management. Adversary Proceeding No. By teaming up with strong management, Wellspring is able to unlock underlying value and. (Wellspring). 915 0 obj <> endobj Instead, they may form the basis for a negligent misrepresentation claim if the party making the misrepresentation possesses some special expertise (by way of his job title or position, for example), or has some special knowledge about the particular fact that is allegedly misrepresented.
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