Already a subscriber? In early 2018, Wellspring Capital notified SportCo's secured lenders that SportCo would default on a $4.7 million interest payment due in the second quarter of 2018. Wellspring Capital Management is a leading private equity firm headquartered in New York. Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis at 321. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. 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." In April 2018, Prospect agreed to defer two quarters of cash interest payments. Type: Company - Private. 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. 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. Wellspring Capital Management is a middle-market private equity financing firm. View Videos. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. 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. This approach has historically delivered returns well above inflation. The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." 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. 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. W.D. 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 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. (Wellspring). Your livelihoodand your sanitydepend . Christopher Dawson: 5 Fast Facts You Need to Know - Heavy Id. 2021 by wellspring capital Management. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica I Shall [Not] Be Released: Wellspring, Director Releases, breached their duty of care, since the directors refused to reasonably maximize corporate value by killing the restructuring on account of releases/indemnity (, breached their duty of loyalty, since they placed their own self-interests above those of their fiduciaries [. 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. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. In an email obtained by . Sec'y of State for Def. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. 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. 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. The middle-market private equity firm invests in companies with strong business . 544(b). Wellspring Capital Management Company Profile | Management and In 2008, Wellspring Capital, through its fund Wellspring Capital Partners, acquired Ellett. Fund VI brings the firm's assets under management to more . 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 Total number of employee profiles an organization has on Crunchbase, Total number of Crunchbase contacts associated with this organization, Descriptive keyword for an Organization (e.g. Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. 1994)). NEW YORK, Jan. 10, 2018 /PRNewswire/ -- Wellspring Capital Management LLC ("Wellspring") today announced the successful closing of Wellspring Capital Partners VI L.P. ("Fund VI") with capital commitments totaling the hard cap of $1.415 billion. your most valuable capital, your ultimate resource. These emails can hardly be considered negligent misrepresentations. The Court now issues this order, granting the motions to dismiss for the reasons set forth below. Jan. 25, 2016) (alteration original). For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. 2012) and West Side Fed. 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. 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. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. R. Civ. $46H$DrGHi`0I"DE$"J(aH! 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. Cancellation and Refund Policy, Privacy Policy, and PLEASE NOTE: A verification email will be sent to your address before you can access your trial. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. The United States Court of Appeals for the Third Circuit wasted no time getting the new year off to a roaring start through its ruling in In re LTL Mgmt., LLC, Case No. 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. . Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Lawsuit: Wellspring CEO Told - Institutional Investor . Salaries posted anonymously by Wellspring Capital Management employees. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. Va. Mar. 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. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." See Scheidelman v. Henderson (In re Henderson), 423 B.R. San Francisco Bay Area, Silicon Valley), Operating Status of Organization e.g. 1984) for the proposition that under New York law, opinions are actionable in a negligence context. Wellspring Capital Partners VI Profile: Investments & Returns | PitchBook Menu Home; Rankings. The defendants filed separate motions. 2007) (citations omitted). 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. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. 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. As part of the debt management process, it said it would close 375 of its 1,300 stores. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. 90], Alexander E. Carles [Docket No. 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. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. 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. Wellspring Capital Management - Wikipedia The portfolio manager is also a co-investor in the strategy. Their most recent acquisition was Caring Brands International on Oct 25, 2021. 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 . Defendant Bernard Ziomek is in default in this matter. 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. Wellspring Capital Management The firm's objective is to bring partnership, experience and value creation to each investment. 2d 317 (S.D.N.Y. Id. GitHub export from English Wikipedia. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). 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. Andrew Kupchik argued dismissal was necessary due to Prospect's ratification and/or consent to the distributions, due to failure to state a claim under New York law because of lack of insolvency and failure to state a claim under South Carolina law due to failure to plead actual fraud, due to the expiration of the statute of limitations on the fraudulent conveyance claims, and due to failure to plead the existence of a triggering unsecured creditor. 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. Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. Flipbooks. Id. App'x 143 (4th Cir. 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. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. Id. The amended complaint further states, "As recently as 2015, Ellett was the fifth largest private company in South Carolina and the largest distributor of firearms in the United States, with annual revenues of $750 million, over 350 employees nationwide, and 175 employees in South Carolina." Div. Please see our Privacy Policy. In particular, the bankruptcy court held that the allegations failed to support a conclusion that the SportCo directors were somehow acting on an uninformed basis or that the rejection of the out-of-court restructuring was grossly negligent. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. . 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). PDF In the United States Bankruptcy Court for The District of Delaware %%EOF Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation Trust, Plaintiff, v. Wellspring Capital Management, LLC, Wellspring Capital Partners IV, L.P., WCM Genpar IV, L.P., WCM Genpar IV GP, LLC, Alexander E. Carles, Bradley Johnson, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik, Defendants. SEC / JURISDICTION. From reading the Financial Times at school to managing his first portfolio at just 18, he has built Wellspring Capital into a nationwide wealth management boutique. Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. Wellspring CEO Bill Dawson is taking a leave of absence, the firm said Tuesday Last week a shocking lawsuit was filed against his son Christopher It claims he drugged and violently raped and. After all, corporate decisionmakers are often tasked with choosing a path where outcomes are at best uncertain. The plaintiff's first and second causes of action are based on 11 U.S.C. The firm's objective is to . Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. at 382. Wellspring targets investments with the following characteristics: New York law regarding third party beneficiaries provides: With respect to South Carolina's choice of law analysis, South Carolina conflict of law principles provide that "the substantive law governing a tort action is determined by the state in which the injury occurred." 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 Management Acquires Paragon Films The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. 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. 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. 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. 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. 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. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. 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. CDI's smaller Atlanta peer said to weigh sale in '18. 3d 473, 506 (S.D.N.Y. Posted By: Imright , 3/3/2023 9:31:52 PM. The. Time to Read: 6 minutes SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. R. Civ. The firm's objective is to bring partnership, experience and value creation to each investment. Therefore, the plaintiff argues that he is only required to establish constructive fraud. 101 (32). On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. Wellspring Capital Management LLC - Company Profile and News Mr. Friedman filed an amended complaint the same day. Mr. Friedman was substituted as the plaintiff on January 10, 2020. 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." They are simply not statements of preexisting fact that were false when made. Founded in 1995, Wellspring invests anywhere . Wellspring Capital Management is a leading private equity firm headquartered in New York. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . [Amended Complaint, 51]. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. This approach has historically delivered returns well above inflation Our clients 544 and 550 and S.C. Code 27-23-10; (2) avoidance and recovery of fraudulent transfers by SportCo against the Transferee Defendants pursuant to 11 U.S.C. P. 12(b)(6) provides for dismissal of an action if the complaint "fail[s] to state a claim upon which relief can be granted." & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. 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. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). [Amended Complaint, 54]. 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 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. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. 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 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. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. In 2010, Bain Capital acquired the company for US$1.8 billion. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. Read More Key Principal: William Dawson Junior See more contacts Industry: Management investment, open-end Printer Friendly View Address: 605 3RD Ave FL 44 New York, NY, 10158-0011 United States See other locations Phone: Website: www.wellspringcapital.com Employees (this site): Actual [Amended Complaint, 49]. Designed By, https://www.wellspringcapital.co.uk/disclaimer. McDermott Will & Emery LLP > San Francisco > United States | The Legal Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. 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. Will His AI Plans Be Any Different? 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. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. IAPD - Investment Adviser Public Disclosure - Homepage Wellspring Capital Management | LinkedIn These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. Password (at least 8 characters required). SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. Ellett used $54,860,549.74 of the First Amendment loan proceeds to fund distributions to the Transferee Defendants. 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 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. By teaming up with strong management, Wellspring is able to unlock underlying value and Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . 112]. Wellspring Capital Management, LLC; Wellspring Cap v Barry, III et al These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. 2d 520, 529 n.14 (E.D. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. 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. January 12, 2022 Public Records Policy. Hiding negative complaints is only a Band-Aid. See Sheehan v. Saoud, 650 Fed. %PDF-1.5 % Attorney advertising. Wellspring Capital Management, LLC; Wellspring Cap. 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wellspring capital management lawsuit