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 is a leading middle-market private equity firm headquartered in New York. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. 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 Wellspring Capital Management LLC - Dun & Bradstreet 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). "[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.'" 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. About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. Angel, Fund of Funds, Venture Capital), This describes the stage of investments made by this organization (e.g. D.S.C. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. Wellspring Capital Management Closes Fund VI at $1.415 Billion IAPD - Investment Adviser Public Disclosure - Homepage THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. Friedman v. Wellspring Capital Mgmt. (In re Sportco Holdings) 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. [Amended Complaint, 54]. Id. 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. IAPD - Investment Adviser Public Disclosure - Homepage 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. 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 Oct. 14, 2021) (Stickles, J.) WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . [Amended Complaint, 37, 40]. 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. You can help Wikipedia by expanding it. The first and second causes of action are dismissed. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . Wellspring Capital Partners VI Profile: Investments & Returns | PitchBook However, whether a fraudulent conveyance action is characterized as a tort action is unsettled. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. Id. 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. 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." Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. CDI's smaller Atlanta peer said to weigh sale in '18. 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 Management Acquires Paragon Films [Amended Complaint, 49]. 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. January 12, 2022 ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t ";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL Wellspring Capital - Middle Market Private Equity By teaming up with strong management, Wellspring is able to unlock underlying value and 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. 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. They are simply not statements of preexisting fact that were false when made. Fund VI brings the firm's assets under management to more than $4.4 billion. They were not statements of presently existing fact. Many of the facts underlying the Wellspring decision are neither unique nor unusual. Attorney advertising. Designed By, https://www.wellspringcapital.co.uk/disclaimer. A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. 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. And the best part of all, documents in their CrowdSourced Library are FREE. 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. Wellspring Capital Management is a leading private equity firm headquartered in New York. Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. Wellspring Capital Management Acquires Cadence Petroleum Group We are motivated and incentivised to succeed. REGISTRATION STATUS . . The December 26, 2017 email stated, "So you will waive [your interest payments]. 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. Please Update this case to get latest docket information. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. 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. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. 2021 by wellspring capital Management. 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. Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. Reputation Management. v. Holmes (In re Holmes), 610 B.R. WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. 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." W.D. This article about a private equity or venture capital firm based in the United States is a stub. Id. However, the garage actually had only 402 parking spaces. Prospect is a sophisticated party and, to the extent that it wanted to confirm the predictions made by Mr. Carles and Mr. Johnson were in fact accurate, it could have exercised due diligence. The court must construe the allegations in the complaint in the light most favorable to the plaintiff. 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. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. 962 0 obj <>stream The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." Wellspring, 2021 WL 4823513, at *10. Fund VI will continue to pursue Wellspring's investment objective to acquire or invest in middle-market companies that are well-positioned to capitalize on change and can benefit from Wellspring's operating and financial expertise. E-mail: sandra@wellspring-cap.com; Videos. Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. 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. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. Working at Wellspring Capital Management | Glassdoor Adversary Proceeding No. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. 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. McDermott Will & Emery LLP > San Francisco > United States | The Legal New York law and South Carolina law differed as to whether such a transfer was permitted. Pentec Health Inc. Acquired by Wellspring Capital Management Investment Philosophy; Target Investments; Portfolio %%EOF The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. In 2012, the year that the amended complaint alleges Ellett "achieved record sales and earned revenues of approximately $1.2 billion," Ellett and its operating subsidiaries (the "Borrowers") entered into a Third Amended and Restated Loan and Security Agreement and a Second Lien Loan and Security Agreement (collectively, the "Loan Agreements") with lenders including Prospect Capital Corporation ("Prospect"), pursuant to which Prospect and the other lenders loaned $280 million to the Borrowers. 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. articles a month for anyone to read, even non-subscribers! Founded in 1995, Wellspring invests anywhere . 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. *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? In re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. A finding that Prospect is a preexisting creditor compels the same result. 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." Cancellation and Refund Policy, Privacy Policy, and View Videos. 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. Bloomberg View columnist Barry Ritholtz looks at the people and ideas that shape markets, investing and business. 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. 6. 3d 341, 357 (D.S.C. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. 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. Note: This site is for informational purposes only. 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. Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Va. Mar. Please see our Privacy Policy. 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." 2012) and West Side Fed. The Firm takes pride in its ability to marshal its resources quickly and focus on the issues that matter, resulting in speed and certainty during the acquisition process. 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. [Amended Complaint, 93]. Wellspring Capital Management, LLC; Wellspring Cap v Barry, III et al The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. 987, 999-1000 (Bankr. Fund VI brings the firm's assets under management to more . 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. Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. 0 wikipedia.en/Vatterott_College.md at main chinapedia/wikipedia.en REGISTRATION STATUS. The firm's objective is to bring partnership, experience and value creation to each investment. at 382. 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. Wellspring Capital Management Portfolio Investments, Wellspring Capital . 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. About Us - Wellspring Capital 89], Charles E. Walker, Jr. [Docket No. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. 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. 19.)1. 1985). Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. Wellspring Capital Management is a leading private equity firm headquartered in New York. Antares Capital Supports Wellspring Capital Management's Acquisition of We have interesting videos for you to watch on my site. The Court now issues this order, granting the motions to dismiss for the reasons set forth below. Time to Read: 6 minutes In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. Jan. 25, 2016) (alteration original). Ellett used $54,860,549.74 of the First Amendment loan proceeds to fund distributions to the Transferee Defendants. 91], Andrew Kupchik [Docket No. It is not unusual for an entity facing distress to engage with their stakeholders and to negotiate any number of transaction alternatives and terms. Wellspring Capital Management LLC operates as a private equity firm. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. Wellspring Capital Management - Crunchbase In the legal profession, information is the key to success. 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 has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. 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. Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. 541, 546 (Bankr. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. 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. Pentec Health Inc. Acquired by Wellspring Capital Management - PRWeb App'x 143 (4th Cir. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). Angel, Fund of Funds, Venture Capital), General contact email for the organization. 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. Fax: 877 376-7003. Id. 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. 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. As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. 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. 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' motions rely on Federal Rule of Civil Procedure 12(b)(6). 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. D.S.C. 1994)). 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. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. $46H$DrGHi`0I"DE$"J(aH! 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. In June 2019, SportCo and its subsidiaries (the "Debtors") filed chapter 11 bankruptcy cases in the United States Bankruptcy Court for the District of Delaware. If you do not agree with these terms, then do not use our website and/or services. Federal Rule of Bankruptcy Procedure 7012(b). 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. Home; About Us; Investment Approach. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. 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. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. 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. 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. Wellspring Capital Management Company Profile | Management and Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. 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. 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. with actual intent . 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. . S.D. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Tenn. 1991); 11 U.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. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. 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. Therefore, the plaintiff argues that he is only required to establish constructive fraud.
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