Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. P. 12(b)(6). %PDF-1.5 % 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. REGISTRATION STATUS. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. The Court addresses in this order only those arguments that clearly mandate dismissal. 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 . The. 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. 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. 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. 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. 2012) and West Side Fed. We have interesting videos for you to watch on my site. 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. New York law and South Carolina law differed as to whether such a transfer was permitted. Oct. 14, 2021) (Stickles, J.) . 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. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. Mr. Friedman filed an amended complaint the same day. 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. Active, Closed, This describes the type of investor this organization is (e.g. The Court now issues this order, granting the motions to dismiss for the reasons set forth below. An outside law firm will assist with the probe to determine the validity of these reports, which allege behavior that is not only shocking but completely inconsistent with our corporate values and standards., Family calls complaint pure fiction intended as a shakedown, Dawson steps away from firm to spend time with his family. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. 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." Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Certain state securities regulatory authorities have similar exemptions based on . A social media content creator signed an agreement with Birchbox in May of 2022 and hadn't been paid the $2,500 due as of Jan. 24, despite several emails to the company. There are also no allegations concerning expenses. We are motivated and incentivised to succeed. Please see our Privacy Policy. Haynsworth Sinkler Boyd, P.A. Financial terms of the transaction were not disclosed. January 12, 2022 We look forward to carrying forward that vision and continuing our success in the years ahead.". New York law prohibits both actual and constructive fraudulent conveyances. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. Will His AI Plans Be Any Different? N.D.N.Y. 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. 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. 101 (32). 92], Todd Boehly [Docket No. 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. 1996)). My company, Asia Marketing and Management, has global ambitions but consists largely of me and the intelligence, experience, contacts, and per-sonality I bring to my clients . 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. Id. at 382. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." 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. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. The Firm will consider buyouts of private companies, acquisitions of divisions or subsidiaries of public companies, shareholder liquidity needs, partnering with entrepreneurs for growth opportunities, and special situations. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. Will Others Follow? 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. . 24. Id. 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. 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. 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 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. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. 609, 614 (Bankr. The portfolio manager is also a co-investor in the strategy. Time to Read: 6 minutes 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. 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. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. Wellspring also rejected in cursory fashion the defendants argument that it is not necessarily a breach . Id. In an email obtained by . at 613-14. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States 2d 317 (S.D.N.Y. The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. 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. D.S.C. 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. 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 must construe the allegations in the complaint in the light most favorable to the plaintiff. Home; About Us; Investment Approach. 598, 614 (Bankr. 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." Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. 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 firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Designed By BM Designs. 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. 1994)). Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. 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). 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? Wellspring Capital Management is a leading private equity firm headquartered in New York. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments. Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. 3d 341, 357 (D.S.C. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, . 91], F. Hewitt Grant [Docket No. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. Va. Mar. When typing in this field, a list of search results will appear and be automatically updated as you type. 22-2003, 2023 WL 1098189 (3d Cir. 89], Charles E. Walker, Jr. [Docket No. Over the past 20 years, Wellspring has invested in over 35 platform investments across . Sec'y of State for Def. Id. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. D. Del. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. By teaming up with strong management, Wellspring is able to unlock underlying value and. 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. 2d 520, 529 n.14 (E.D. 6. 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. Try our Advanced Search for more refined results. The origins of Wellspring Philanthropic Fund are shrouded. 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. 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. 541, 546 (Bankr. Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States Crazy 8 was started in August 2007. 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). The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. hbbd``b`u@IHEX 3X "2A`V @B'Hl``bdV8 2h Div. 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. 2018) (distinguishing cases where the courts dismissed negligent misrepresentation claims based on "puffery" or founded solely on speculative statements regarding future profits as a result of proposed transactions, and finding that the misrepresentations at issue were actionable because they involved present facts). The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Tex. Law360 takes your privacy seriously. Wellspring Capital Management LLC operates as a private equity firm. These emails can hardly be considered negligent misrepresentations. (quoting Bell Atl. Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . 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. [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]. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. Wellspring Capital Management is a leading private equity firm headquartered in New York. The firms objective is to bring partnership, experience and value creation to each investment. See Sheehan v. Saoud, 650 Fed. 112]. [cV3ljHkT/bx @A,20p1 ks In Fall 2018, SportCo Holdings, Inc. (SportCo) was facing severe financial distress. You have to know whats happening with clients, competitors, practice areas, and industries. Wellsprings objective is to bring partnership, experience and value creation to each investment. 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. 19-80071-DD (Bankr. A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. 1991) (unpublished table decision). The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. Revenue: $500 million to $1 billion (USD) Competitors: Unknown. Phone: 650 729-8626. Cancellation and Refund Policy, Privacy Policy, and They were not statements of presently existing fact. The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. Wellspring targets investments with the following characteristics: Fund VI brings the firm's assets under management to more . Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. The December 26, 2017 email stated, "So you will waive [your interest payments]. 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. 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. By teaming up with strong management, Wellspring is able to unlock underlying value and Exempt Reporting Advisers ("ERA") are investment advisers that are not required to register as investment advisers because they rely on certain exemptions from registration under sections 203 (l) and 203 (m) of the Investment Advisers Act of 1940 and related rules. 1999)). The firm's objective is to bring partnership, experience and value creation to each investment. 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. The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. Musk Made a Mess at Twitter. The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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. 1001 to 5000 Employees. 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 Your livelihoodand your sanitydepend . 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). Middle Market Private Equity. California Weighs $360,000 in Reparations to Eligible Black Residents. Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? Even among California Democrats, Newsom is still in the negatives, with 54% wanting him to sit out in 2024 and only 35% wanting him to run. %%EOF 962 0 obj <>stream It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). 1984) for the proposition that under New York law, opinions are actionable in a negligence context. David R. Duncan US Bankruptcy Judge District of South Carolina. your most valuable capital, your ultimate resource. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. 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. 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. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. 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. 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. 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. at 321. endstream endobj startxref 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. Id. Sav. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. Flipbooks. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . 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. 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.
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