At Wellspring we pride ourselves on client service. 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. Adversary Proceeding No. On 05/20/2022 Wellspring Capital Management, LLC Wellspring Cap filed an Other lawsuit against Barry, III.This case was filed in U.S. Bankruptcy Courts, New York Southern Bankruptcy. Try our Advanced Search for more refined results. Over the past 20 years, Wellspring has invested in over 35 platform investments across . The firm's objective is to bring partnership, experience and value creation to each investment. 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 Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States Finally, one place to get all the court documents we need. Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. GitHub export from English Wikipedia. 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. 1996)). Posted By: Imright , 3/3/2023 9:31:52 PM. 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. D. Del. At the conclusion of the hearing, the Court took the motions under advisement. 544(b). The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. Id. Mr. Friedman filed an amended complaint the same day. The firms objective is to bring partnership, experience and value creation to each investment. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. When it comes to helping companies that show promise, Wellspring Capital Management is overflowing with support. 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? Ellett used $54,860,549.74 of the First Amendment loan proceeds to fund distributions to the Transferee Defendants. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). E-mail: sandra@wellspring-cap.com; Videos. Wellspring Capital Management is a leading private equity firm headquartered in New York. These emails can hardly be considered negligent misrepresentations. 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 An actual fraudulent conveyance is any "conveyance made . The Wellspring Defendants asserted all of these arguments and also asserted failure to state a claim under section 550 against certain defendants. Relevant here: the plaintiff/litigation trust alleged that SportCos directors: Finally, the litigation trust also asserted a variety of other counts in its complaint related to other facts, circumstances, and actions that are not the subject of this Alert. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. Particularly where negotiations may involve releases, indemnification, or similar provisions, be advised that the ever-present tendency for counterparties to exercise 20/20 hindsight is fully in effect. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. New York law prohibits both actual and constructive fraudulent conveyances. 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. @S1 $82N+ZJ | "To survive a motion to dismiss, 'a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face."'" 92], Todd Boehly [Docket No. [Amended Complaint, 51]. Description. Sec'y of State for Def. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. e""8*&B Martin Davis, 72; Created Modern Paramount, "Financial Firm Wellspring Capital to Take Penthouse at 605 Third Avenue", "Wellspring Capital Management taps $1.45bn Fund VI for Cadence Petroleum Group buyout", "SupplyOne Acquires Fellow Packaging Distributor Romanow Container", "Healthcare & Life Sciences Private Equity Deal Tracker: Wellspring Acquires Pentec Health", https://en.wikipedia.org/w/index.php?title=Wellspring_Capital_Management&oldid=1118006247, This page was last edited on 24 October 2022, at 18:15. 19.)1. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. 112]. to hinder, delay, or defraud either present or future creditors." 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. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. The December 26, 2017 email stated, "So you will waive [your interest payments]. Phone: 650 729-8626. 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. The defendants' remaining arguments need not be addressed. 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. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). You have to know whats happening with clients, competitors, practice areas, and industries. App'x 143 (4th Cir. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. Broker-Dealers Business & Commercial Litigation Business Restructuring California Consumer Privacy Act Capital Markets Capital Solutions & Private Credit Charitable Foundations China Life Sciences Committee on Foreign Investment in the United States (CFIUS) Consumer Protection and Advertising Law Corporate & Securities Litigation In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. 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. at 358. Sav. Our tight-knit culture enables transparent oversight and a streamlined decision-making process. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. your most valuable capital, your ultimate resource. Your livelihoodand your sanitydepend . Litigation. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 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. 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. The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. [cV3ljHkT/bx @A,20p1 ks 22-2003, 2023 WL 1098189 (3d Cir. Tex. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. The defendants filed separate motions. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. 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. Tenn. 1991); 11 U.S.C. 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. The first and second causes of action are dismissed. 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. endstream endobj startxref 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). Oct. 14, 2021) (Stickles, J.) 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. Id. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. Aug. 27, 2020). Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. (Wellspring). Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. 1991) (unpublished table decision). Div. 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. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. Designed By, https://www.wellspringcapital.co.uk/disclaimer. The adviser's REGISTRATION status is listed below. 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. 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. In re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. 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." In an email obtained by . Wellspring Capital Management is a leading private equity firm headquartered in New York. 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. Id. 24. Nor is it necessary for the Court to decide whether New York or South Carolina law applies under South Carolina's choice of law principles. 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. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). California Weighs $360,000 in Reparations to Eligible Black Residents. 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. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. Law360 provides the intelligence you need to remain an expert and beat the competition. Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. 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. Wellspring Capital Management is a leading private equity firm headquartered in New York. 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. Designed By BM Designs. hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 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. 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. We are motivated and incentivised to succeed. (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 . PLEASE SEE THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. Va. Mar. Home; About Us; Investment Approach. And the best part of all, documents in their CrowdSourced Library are FREE. 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. . 541, 546 (Bankr. Menu Home; Rankings. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. "[F]or purposes of Rule 12(b)(6), '[the court is] not required to accept as true the legal conclusions set forth in a plaintiff's complaint.'" Mr. Friedman was substituted as the plaintiff on January 10, 2020. 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. San Francisco Bay Area, Silicon Valley), Operating Status of Organization e.g. The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. The third cause of action asserts that those parties "made numerous representations to Prospect concerning the AcuSport Purchase, including that the purchase would allow the Debtors to acquire $14 million worth of AcuSport inventory at a substantial discount; that it would result in the Debtors' immediate realization of a $7 million profit on the sale of the AcuSport inventory so purchased; and that it would result in the Debtors' capturing 20% to 30% of AcuSport sales." Use tab to navigate through the menu items. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." The District Court stated that "[w]hether a fraudulent conveyance claim should be characterized as a tort action is uncertain and disputed among American jurisdictions." Their most recent acquisition was Caring Brands International on Oct 25, 2021. 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. v. Holmes (In re Holmes), 610 B.R. 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. [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]. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Our returning and new limited partners share our belief in the unique value proposition that Wellspring brings to the investment process, with our focus on strategic partnership and tailored approach to each investment. It featured lower-priced clothing and was Gymboree's direct competitor for The Children's Place and Old Navy.. 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. Please see our Privacy Policy. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . However, whether a fraudulent conveyance action is characterized as a tort action is unsettled. 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. 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 . 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). All rights reserved. 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. The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. 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.
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