Designed By, https://www.wellspringcapital.co.uk/disclaimer. 962 0 obj <>stream In the legal profession, information is the key to success. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . 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"). at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. (Bloomberg) -- 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."We are taking this matter very seriously, and have launched an immediate internal investigation," Jeffrey Gould, Wellspring's head of marketing and investor . Revenue: $500 million to $1 billion (USD) Competitors: Unknown. at 385. And the best part of all, documents in their CrowdSourced Library are FREE. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. 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. After the defendants filed replies, the Court held a hearing on June 18, 2020. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. If you do not agree with these terms, then do not use our website and/or services. 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. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. P. 12(b)(6). Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. 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 Id. Mr. Friedman was substituted as the plaintiff on January 10, 2020. 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." 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." 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. It featured lower-priced clothing and was Gymboree's direct competitor for The Children's Place and Old Navy.. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. Oct. 14, 2021) (Stickles, J.) The. 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. (Wellspring). Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. As part of the debt management process, it said it would close 375 of its 1,300 stores. The firm's objective is to bring partnership, experience and value creation to each investment. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. [Amended Complaint, 37, 40]. Reputation Management. 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. 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. 1985). hbbd``b`u@IHEX 3X "2A`V @B'Hl``bdV8 2h In an email obtained by . July 5, 2017). 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. 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. 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. It identifies undervalued companies whose share price does not properly reflect the true value of the business. The adviser's REGISTRATION status is listed below. 91], F. Hewitt Grant [Docket No. 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. [Amended Complaint, 57]. We are motivated and incentivised to succeed. 92], Todd Boehly [Docket No. 2022 Wellspring Capital Management Group LLC |. Wellsprings facts, as alleged, are fairly straightforward. Fund VI brings the firm's assets under management to more . Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. endstream endobj startxref P. 12(b)(6) provides for dismissal of an action if the complaint "fail[s] to state a claim upon which relief can be granted." 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. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. After all, corporate decisionmakers are often tasked with choosing a path where outcomes are at best uncertain. It identifies undervalued companies whose share price does not properly reflect the true value of the business. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. See Sheehan v. Saoud, 650 Fed. Crazy 8 was started in August 2007. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . Because the Court dismisses the complaint as to all other defendants, the Court sua sponte dismisses the causes of action against Mr. Ziomek as well. Sav. Over the past 20 years, Wellspring has invested in over 35 platform investments across . your most valuable capital, your ultimate resource. 20-50554, 2021 WL 4823513 (Bankr. Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. . 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. In 2008, Wellspring Capital, through its fund Wellspring Capital Partners, acquired Ellett. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. W.D. Innovative Custom Brands, Inc. v. Minor, 2016 WL 308805, at *2 (S.D.N.Y. Jan. 30, 2023). 2005)). On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. 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. $46H$DrGHi`0I"DE$"J(aH! In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. at 382. Try our Advanced Search for more refined results. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. 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. The amended complaint also details numerous emails sent by Mr. Carles and Mr. Johnson to a representative of Prospect, urging Prospect to defer its right to payment in the event of a default. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . at 382. A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. Sounds like a tidy deal at year end [2017] made a lot of sense." 8h`6$67Xn@,`& The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). (Compl. 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 [. You can help Wikipedia by expanding it. Prospect is a sophisticated party and, to the extent that it wanted to confirm the predictions made by Mr. Carles and Mr. Johnson were in fact accurate, it could have exercised due diligence. The elements of a negligent misrepresentation claim under New York law are: The plaintiff also cites King County, Washington v. IKB Deutsche Industriebank, 863 F. Supp. 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). Flipbooks. Marlow v. Oakland Gin Co. (In re The Julien Co.), 128 B.R. 101 (32). 1996)). Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of Dawson's threats, according to an internal memo. D.S.C. v. Holmes (In re Holmes), 610 B.R. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. Cancellation and Refund Policy, Privacy Policy, and For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. 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. 987, 999-1000 (Bankr. January 12, 2022 1988) (adopting rule from Klaxon Co. v. Stentor Electric Manufacturing Co., 313 U.S. 487 (1941) stating that a federal court sitting in diversity should apply the choice of law rules of the state in which it sits). Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States Find More Contacts for Wellspring Capital Management, Edit Lists Featuring This Company Section, European Regulation Ushers In Global Future For Fundraising, Wellspring Capital Management Acquires Caring Brands International, Private Equity Firms with Investments in United States, Greater New York Area Investors with Funds Raised in 2017, Private Equity Firms with Investments in Asia. We look forward to carrying forward that vision and continuing our success in the years ahead.". 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. Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. These are high quality companies, essential to the national, regional, or global economy but whose fundamental qualities are underappreciated and undervalued by the market. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. The firm's objective is to bring partnership, experience and value creation to each investment. Finally, in West Side Fed. 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 defendant represented to the plaintiff, and to an appraiser who performed an appraisal of the garage, that the parking garage had 500 parking spaces. 609, 614 (Bankr. 19.)1. 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. 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? Why is this public record being published online? N.D.N.Y. 89], Charles E. Walker, Jr. [Docket No. As we here at Ropes & Gray look back on 2021 and ahead into 2022, we call your attention to the lessons of Friedman v. Wellspring Capital Mgmt., LLC (In re SportCo Holdings, Inc.), Case No. The defendants' remaining arguments need not be addressed. Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. From October 2017 to April 2018, Mr. Carles and Mr. Johnson sent numerous emails to representatives of Prospect, attempting to induce Prospect to agree to forego exercising its rights in the event of a default. 1984) for the proposition that under New York law, opinions are actionable in a negligence context. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. Haynsworth Sinkler Boyd, P.A. 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. Our tight-knit culture enables transparent oversight and a streamlined decision-making process. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. Prior results do not guarantee a similar outcome. Active, Closed, This describes the type of investor this organization is (e.g. 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. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. Id. %PDF-1.5 % A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. 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. 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. Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. 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. This is the best way to manage and repair your business reputation. at 321. Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. 3d 473, 506 (S.D.N.Y. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. 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. Industry: Investment & Asset Management. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. D. Del. The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. The middle-market private equity firm invests in companies with strong business . Posted By: Imright , 3/3/2023 9:31:52 PM. Attorney advertising. Many of the facts underlying the Wellspring decision are neither unique nor unusual. R. Civ. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. We look forward to hearing from you. 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. Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions. Fund VI will continue to pursue Wellspring's investment objective to acquire or invest in middle-market companies that are well-positioned to capitalize on change and can benefit from Wellspring's operating and financial expertise. 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. 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. 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 . 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. [Amended Complaint, 93]. 915 0 obj <> endobj Please see our Privacy Policy. 2021 by wellspring capital Management. 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. New York law and South Carolina law differed as to whether such a transfer was permitted. 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. 19-80071-DD (Bankr. 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 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. Menu Home; Rankings. Public Records Policy. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. 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. 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. 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 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. Will His AI Plans Be Any Different? Id. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." 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. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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 WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. 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. 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. Under certain conditions, section 548 allows the avoidance of a transfer made within two years of the date of the filing of the bankruptcy petition. 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. An actual fraudulent conveyance is any "conveyance made . The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. (quoting Bell Atl. Financial terms of the transaction were not disclosed. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. 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.
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