Seed Stuck In Tonsil, Giannis Antetokounmpo Mvp Speech Transcript, Articles W

2009). These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. A constructive fraudulent conveyance exists under New York law if the conveyance was made without fair consideration and "(1) the transferor is insolvent or will be rendered insolvent by the transfer in question; (2) the transferor is engaged in or is about to engage in a business transaction for which its remaining property constitutes unreasonably small capital; or (3) the transferor believes that it will incur debt beyond its ability to pay." Despite that agreement in principle, it was alleged in relevant part that: Unable to agree on the release and indemnification issue, SportCos out-of-court restructuring failed, and SportCo defaulted on its funded debt shortly thereafter. 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. 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. A former Wellspring Capital Management employee filed a lawsuit against the son of Wellspring chief executive Bill Dawson, alleging that he raped her and that Bill Dawson threatened to. After the defendants filed replies, the Court held a hearing on June 18, 2020. 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. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. King County, 863 F. Supp.2d at 318. 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. Financial terms of the transaction were not disclosed. 92], Todd Boehly [Docket No. articles a month for anyone to read, even non-subscribers! The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 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. 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 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. Wellsprings objective is to bring partnership, experience and value creation to each investment. Wellsprings facts, as alleged, are fairly straightforward. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. In April 2018, Prospect agreed to defer two quarters of cash interest payments. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. Id. The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). Designed By, https://www.wellspringcapital.co.uk/disclaimer. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. After all, corporate decisionmakers are often tasked with choosing a path where outcomes are at best uncertain. 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. Adversary Proceeding 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. at 382. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. REGISTRATION STATUS . 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. On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments. Over the past 20 years, Wellspring has invested in over 35 platform investments across . Wellspring Capital Management is a leading private equity firm headquartered in New York. 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. If you do not agree with these terms, then do not use our website and/or services. The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. All business will get complaints. There are also no allegations concerning expenses. 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"). R. Civ. Password (at least 8 characters required). You can review interesting Flipbooks on my site. And the best part of all, documents in their CrowdSourced Library are FREE. (Wellspring). 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." 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. Tex. Sav. The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. 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. Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. Wellspring targets investments with the following characteristics: Another email stated, in part: "Gotta get your interest? 3d 341, 357 (D.S.C. Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. Certain state securities regulatory authorities have similar exemptions based on . Wellspring Capital Management has acquired 38 organizations. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). 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 0 112]. 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. 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. . Please see our Privacy Policy. Id. . 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. Id. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. [cV3ljHkT/bx @A,20p1 ks At Wellspring we pride ourselves on client service. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . Investments Number of Investments 2 Wellspring Capital Management has made 2 investments. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. 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. 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. 2d 520, 529 n.14 (E.D. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. 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. Wellspring Capital Management LLC operates as a private equity firm. 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. The first and second causes of action are dismissed. When typing in this field, a list of search results will appear and be automatically updated as you type. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: Over the past 27 years, Wellspring has invested in over 50 platform investments and completed over 80 add-on acquisitions across various segments of the U.S. and global economies. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). 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? & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. See Sheehan v. Saoud, 650 Fed. Fund VI brings the firm's assets under management to more . 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. 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. 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 is a middle-market private equity firm that has approximately $2 billion of private equity. v. Holmes (In re Holmes), 610 B.R. 24. 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 case status is Pending - Other Pending. [Amended Complaint, 37, 40]. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." The middle-market private equity firm invests in companies with strong business . Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners F. Hewitt Grant asserted the lack of a triggering creditor due to Prospect Capital Corporation's knowing participation in the transfers and failure to state a claim under New York law due to lack of insolvency and under South Carolina law due to failure to plead actual fraud. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. [Amended Complaint, 93]. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. 2012) and West Side Fed. 19.)1. In re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. 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 The firms objective is to bring partnership, experience and value creation to each investment. Copyright 2023 Ropes & Gray LLP. San Francisco Bay Area, Silicon Valley), Operating Status of Organization e.g. 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. 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. 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. All rights reserved. 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. 1985). A finding that Prospect is a preexisting creditor compels the same result. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. 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. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. These are high quality companies, essential to the national, regional, or global economy but whose fundamental qualities are underappreciated and undervalued by the market. 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. 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. Wellspring Capital and the D&O Defendants grossly and recklessly mismanaged the business and carried out their respective roles in a manner that was devoid of reasonable inquiry and diligence in dereliction of their fiduciary duties to Prospect as a creditor of the increasingly insolvent enterprise. 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. Id. 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. Section 544(b) states: The defendants' motions assert numerous arguments in support of the assertion that the Court must dismiss the plaintiff's causes of action. A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. Salaries posted anonymously by Wellspring Capital Management employees. (Compl. S.D. Id. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. 2007) (citations omitted). This article about a private equity or venture capital firm based in the United States is a stub. In the legal profession, information is the key to success. 'Ov}b0. 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. 962 0 obj <>stream Sav. Try our Advanced Search for more refined results. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. 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. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. However, whether a fraudulent conveyance action is characterized as a tort action is unsettled. As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. It identifies undervalued companies whose share price does not properly reflect the true value of the business. 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. E-mail: sandra@wellspring-cap.com; Videos. These emails can hardly be considered negligent misrepresentations. Finally, one place to get all the court documents we need. Corporate Advocacy Program. 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. Consumers want to see how a business took care of business. January 12, 2022 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. 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. your most valuable capital, your ultimate resource. 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. 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. 91], F. Hewitt Grant [Docket No. The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. Their most recent acquisition was Caring Brands International on Oct 25, 2021. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. Sec'y of State for Def. They were not statements of presently existing fact. The firm's objective is to bring partnership, experience and value creation to each investment. D.S.C. The. [Amended Complaint, 32]. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . 19-80071-DD (Bankr. Sounds like a tidy deal at year end [2017] made a lot of sense." 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. Ashmore for Wilson v. Dodds, 262 F. Supp. However, the garage actually had only 402 parking spaces. New York law and South Carolina law differed as to whether such a transfer was permitted. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. Wellspring, 2021 WL 4823513, at *10. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. 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. Jan. 25, 2016) (alteration original). Law360 takes your privacy seriously. 915 0 obj <> endobj The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. 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. $46H$DrGHi`0I"DE$"J(aH! at 385. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. 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. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Law360 provides the intelligence you need to remain an expert and beat the competition. William F. Dawson, Jr., Chief Executive Officer of Wellspring, said, "My partners and I are pleased to complete the successful raising of Wellspring's sixth fund, which is a direct result of the strong relationships we have built with the investment community over many years and the returns we have generated. at 358. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. 2021 by wellspring capital Management. There are different definitions of insolvency. 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. The plaintiff responds that the express terms of the choice of law provisions provide that the clause applies only to the parties to the Loan Agreements and the Amendments and that the defendants' indirect connection to the parties to the agreements, and the nature of their received benefit, a distribution, are not sufficient to render them third-party beneficiaries of the Loan Agreements and the Amendments. The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. 101 (32).