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. 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. Posted By: Imright , 3/3/2023 9:31:52 PM. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments.
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. Try our Advanced Search for more refined results. [Amended Complaint, 51]. This article about a private equity or venture capital firm based in the United States is a stub. Wellspring Capital Management is a leading private equity firm headquartered in New York. 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. Certain state securities regulatory authorities have similar exemptions based on . . Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. 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. Type: Company - Private. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. (Wellspring).
Wellspring Capital Management Acquires Cadence Petroleum Group at 613-14. Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. In this process, SportCo initially exchanged a term sheet with certain of its lenders in early November 2018 and allegedly reached an agreement in principle in late December 2018. 2d 520, 529 n.14 (E.D. In 2010, Bain Capital acquired the company for US$1.8 billion. Adversary Proceeding No. Bloomberg View columnist Barry Ritholtz looks at the people and ideas that shape markets, investing and business. 987, 999-1000 (Bankr. 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. 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. After all, corporate decisionmakers are often tasked with choosing a path where outcomes are at best uncertain. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. Founded in 1995, Wellspring invests anywhere . The Court does not have to decide whether Prospect is a preexisting or a subsequent 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. 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. The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. 1999)). At the conclusion of the hearing, the Court took the motions under advisement. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed.
Gymboree - Wikipedia 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. 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. Specifically, Mr. Carles and Mr. Johnson represented to Prospect that a purchase of AcuSport would result in: (1) Debtors' capturing 20 to 30 percent of AcuSport sales; (2) Acquisition of $14 million worth of AcuSport's inventory at a significant discount; and (3) Realization of an immediate $7 million profit from the sale of the inventory acquired in the purchase. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. 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. 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. Mr. Friedman filed an amended complaint the same day. 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. 3d 341, 357 (D.S.C. New York law and South Carolina law differed as to whether such a transfer was permitted. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). 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. Using a sophisticated network of for-profits, shell corporations, and consultancies, Wellspring has poured out an incredible $1.1 billion into nonprofits, most of which is hidden from prying eyes in donor-advised funds.
Judge opens door for bankruptcy blame suits - Axios W.D. A New York buyout baron has taken a leave of absence from his fund after an explosive lawsuit claimed last week that he threatened an ex-employee to keep quiet after she accused his son of raping her. N.D.N.Y. .JFY+h!Hkw;s"$
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}9.&>5/n2n/OefX Id. 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 . 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. 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. . Investment Philosophy; Target Investments; Portfolio 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. 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. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. [Amended Complaint, 31]. There are different definitions of insolvency.
Marlow v. Oakland Gin Co. (In re The Julien Co.), 128 B.R. Many of the facts underlying the Wellspring decision are neither unique nor unusual. REGISTRATION STATUS . Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions.
Wellspring CEO takes leave after explosive rape allegations against his Fund VI brings the firm's assets under management to more . Menu Home; Rankings. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir.
Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica 2012) and West Side Fed.
Wellspring buys PE-backed Center for Diagnostic Imaging The defendants argue that Prospect is a subsequent creditor, because it had knowledge of and approved of the distributions prior to them being completed. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: New York law prohibits both actual and constructive fraudulent conveyances. Business Restructuring,
Industry: Investment & Asset Management. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. The parties are in agreement that New York and South Carolina law regarding negligent misrepresentations are substantially similar and that as a result, the Court is not required to engage in a choice of law analysis as to the third cause of action. endstream
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Id. 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. The firm's objective is to . 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. 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. Consumers want to see how a business took care of business. 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.
70% of dealmakers say that investment managers share culpability for 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. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. 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? Copyright 2023 Ropes & Gray LLP. New York law requires insolvency at the time of the transfer, and South Carolina law requires insolvency both at the time of the transfer, and at the time the creditor seeks to collect the debt. The origins of Wellspring Philanthropic Fund are shrouded.
I Shall [Not] Be Released: Wellspring, Director Releases, and the Duty 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. hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 Mr. Friedman was substituted as the plaintiff on January 10, 2020. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. . 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. S.D. Wellspring Capital Management, LLC; Wellspring Cap. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). 85]. 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. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. 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 court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. In April 2018, Prospect agreed to defer two quarters of cash interest payments. Wellspring Capital Management Group LLC ("Wellspring"), a New York-based private equity firm, announced that on May 29, 2020, it closed the acquisition of Steele Solutions, Inc. ("SSI" or the "Company"), a value-add supplier into the industrial automation sector. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, 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. Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. . The December 26, 2017 email stated, "So you will waive [your interest payments].
PDF Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit The Wellspring ruling was not appealed, nor has any trial occurred on this matter. Fax: 877 376-7003.
Ripoff Report | scalp-med complaints, reviews, scams, lawsuits and Over the past 20 years, Wellspring has invested in over 35 platform investments across . 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). David R. Duncan US Bankruptcy Judge District of South Carolina. 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. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. Description. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised 0
Designed By BM Designs. 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. Attorney advertising. 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. e""8*&B
Wellspring Capital - Middle Market Private Equity In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. January 12, 2022
This preference is a result of the Firms differentiated and conservative approach to leverage, in addition to a transparent oversight model, which is driven by our small group of senior professionals and absence of bureaucracy. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . 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. Will Others Follow? Cancellation and Refund Policy, Privacy Policy, and Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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. 2022 Wellspring Capital Management Group LLC |. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." 24. articles a month for anyone to read, even non-subscribers! [cV3ljHkT/bx
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A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. 93], and Bradley Johnson [Docket No. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. This approach has historically delivered returns well above inflation Our clients
Wellspring Capital Management Acquires Steele Solutions, Inc. 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." King County, 863 F. Supp.2d at 318. [Amended Complaint, 49]. 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. 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. Sav. 90], Alexander E. Carles [Docket No. Wellspring Capital Management is a leading private equity firm headquartered in New York. These emails can hardly be considered negligent misrepresentations. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. 112]. Wellspring Capital Management LLC operates as a private equity firm. In June 2019, SportCo and its subsidiaries (the "Debtors") filed chapter 11 bankruptcy cases in the United States Bankruptcy Court for the District of Delaware. 8h`6$67Xn@,`&
Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t
";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL Private equity firm Wellspring Capital Management has acquired Caring Brands International, parent company of home health and hospice franchise company Interim Healthcare, for an undisclosed amount. The 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. 1984) for the proposition that under New York law, opinions are actionable in a negligence context. Tenn. 1991); 11 U.S.C.
Investment adviser | Wellspring Capital Management Ltd | M25 0FX An action with multiple causes of action was commenced by Prospect Capital Corporation in South Carolina state court and was removed to this court on September 6, 2019. Wellspring targets investments with the following characteristics: Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. Wellspring Capital Management is a leading private equity firm headquartered in New York. 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.
Target Investments - Wellspring Capital Wellspring brought its assets under management to more than $4.4 billion as of January 2018.
Friedman v. Wellspring Capital Mgmt. (In re Sportco Holdings) The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital.
101 (32). We look forward to hearing from you. At Wellspring we pride ourselves on client service. $46H$DrGHi`0I"DE$"J(aH!
Wellspring Capital Partners VI Profile: Investments & Returns | PitchBook