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. with actual intent . 2021 by wellspring capital Management. [Amended Complaint, 54]. California Weighs $360,000 in Reparations to Eligible Black Residents. David R. Duncan US Bankruptcy Judge District of South Carolina. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. P. 12(b)(6). Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States The defendants filed separate motions. The. 24. Jan. 30, 2023). Id. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. James brought a civil suit against Trump in September, alleging the Trump organization had fraudulently inflated the value of . 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. It is not unusual for an entity facing distress to engage with their stakeholders and to negotiate any number of transaction alternatives and terms. Note: This site is for informational purposes only. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. When typing in this field, a list of search results will appear and be automatically updated as you type. By Zachary Zagger (July 31, 2020, 9:56 PM EDT) -- 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 millions of dollars from gun seller United Sporting Cos. Inc., which blamed its bankruptcy on Donald Trump's win in the 2016 election. Access to case data within articles (numbers, filings, courts, nature of suit, and more. The adviser's REGISTRATION status is listed below. e""8*&B The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). v. Holmes (In re Holmes), 610 B.R. . & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. 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. 92], Todd Boehly [Docket No. 0 1996)). Financial terms of the transaction were not disclosed. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. Please see our Privacy Policy. Therefore, the plaintiff argues that he is only required to establish constructive fraud. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. 2021 by wellspring capital Management. Phone: 650 729-8626. Fax: 877 376-7003. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. 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. Shoe designer and creative Salehe Bembury takes us on a journey from his childhood growing up in Manhattan, to an invaluable degree in industrial design, to working with some of the biggest names in fashionbefore breaking off to make his own name. An actual fraudulent conveyance is any "conveyance made . In re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. To this end, Wellspring reinforces two key principles in particular: We encourage you to contact your Ropes & Gray team to discuss these matters more fully. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. Defendant Bernard Ziomek is in default in this matter. The amended complaint contains no allegations that either Ellett, with respect to the first cause of action, or SportCo, with respect to the second cause of action, was insolvent at the time of the distributions or became, at the time of the transfers, insolvent as a result of the transfers. Revenue: $500 million to $1 billion (USD) Competitors: Unknown. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). 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. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. at 382. Angel, Fund of Funds, Venture Capital), This describes the stage of investments made by this organization (e.g. Prior results do not guarantee a similar outcome. 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. 1984) for the proposition that under New York law, opinions are actionable in a negligence context. 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. The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . We have interesting videos for you to watch on my site. 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. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. As discussed in Cyrus II, the Fourth Circuit has stated that a bankruptcy court should apply the choice of law rules of the state in which it sits. Description. 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 Corporate Advocacy Program. Federal Rule of Bankruptcy Procedure 7012(b). 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. Wellspring is a cautionary tale for the fiduciaries of a distressed or potentially distressed corporationparticularly with respect to negotiations around release and/or indemnification provisions for those same fiduciaries. In support of this argument, the plaintiff cites a case from the United States District court for the District of Idaho, which was affirmed by the Ninth Circuit, as well as a case from the United States Bankruptcy Court for the Southern District of Texas, in which the court stated that 544(b) claims are unique "because they exist only to the extent of applicable state law," but then found, "Even so, such claims are not pendant state claims in federal bankruptcy cases, but are federal causes of action rooted in federal bankruptcy law and policy." Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. Investors in its most recent fund include the Washington State Retirement System, Minnesota State Board of Investment, Connecticut Retirement Plans & Trust Funds, Kansas Public Employees' Retirement It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. 1994)). 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 targets investments with the following characteristics: 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. Id. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. 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. 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. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." Wellspring also rejected in cursory fashion the defendants argument that it is not necessarily a breach . 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. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. [cV3ljHkT/bx @A,20p1 ks In April 2018, Prospect agreed to defer two quarters of cash interest payments. 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 February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. Wellspring Capital Management is a leading private equity firm headquartered in New York. 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. The portfolio manager is also a co-investor in the strategy. REGISTRATION STATUS . The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. These emails can hardly be considered negligent misrepresentations. *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. 85]. 19-80071-DD (Bankr. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. View Videos. from 8 AM - 9 PM ET. Wellspring Capital Management LLC operates as a private equity firm. These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. 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. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . Designed By, https://www.wellspringcapital.co.uk/disclaimer. D.S.C. 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. See Sheehan v. Saoud, 650 Fed. "[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.'" In connection with this contemplated purchase, Alexander Carles, a managing partner of Wellspring Capital and an officer and director of SportCo and its subsidiaries, and Bradley Johnson, the president and chief executive officer of SportCo and its subsidiaries, sought to convince Prospect to forbear from exercising any remedies in the event of a payment default. [Amended Complaint, 93]. 1999)). See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. 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. Id. 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. Fund VI brings the firm's assets under management to more than $4.4 billion. 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 case status is Pending - Other Pending. endstream endobj startxref 962 0 obj <>stream at 358. ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t ";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL 609, 614 (Bankr. 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 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. Why is this public record being published online? However, whether a fraudulent conveyance action is characterized as a tort action is unsettled. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. Fund VI brings the firm's assets under management to more . January 12, 2022 Make your practice more effective and efficient with Casetexts legal research suite. Wellspring Capital Management is a middle-market private equity financing firm. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Cancellation and Refund Policy, Privacy Policy, and Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. You can help Wikipedia by expanding it. your most valuable capital, your ultimate resource. Aug. 27, 2020). We believe that this breadth and depth of experience enables the team to efficiently evaluate and complete acquisition opportunities across a broad range of industries. 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. S.D. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. 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." You have to know whats happening with clients, competitors, practice areas, and industries. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. Wellspring Capital Management is a leading private equity firm headquartered in New York. Bloomberg View columnist Barry Ritholtz looks at the people and ideas that shape markets, investing and business. The Court also notes that, setting the other factors aside, given the extreme nature of the urgent tone of these emails, and the highly sophisticated status of Prospect, Prospect satisfying the justifiable reliance element of a negligent misrepresentation claim is questionable, at best. 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. Use tab to navigate through the menu items. 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. See Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. Amazon Pauses Construction on Second Headquarters in Virginia as It Cuts Jobs, Amazon Is Closing Its Cashierless Stores in NYC, San Francisco and Seattle, iPhone Maker Plans $700 Million India Plant in Shift From China, Stock Traders Are Ignoring Blaring Bond Alarms, S&P 500 Notches Best Week Since Late January: Markets Wrap. King County, 863 F. Supp.2d at 318. Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. 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. Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management.
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