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. 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. hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 Active, Closed, This describes the type of investor this organization is (e.g. Therefore, the plaintiff argues that he is only required to establish constructive fraud. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. 544(b). 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 2009). Wellspring Capital Management Closes Fund VI at $1.415 Billion Wellspring Capital Exits Strategic Investment in Great Lakes Caring The Court further notes that here, section 548 is not available to the plaintiff due to the timing of the transfers and the bankruptcy filings. Wellspring Philanthropic: An Ocean of "Dark Money" on the Left Prior results do not guarantee a similar outcome. Wellspring Capital Management | LinkedIn We look forward to carrying forward that vision and continuing our success in the years ahead.". 6. In an email obtained by . Will His AI Plans Be Any Different? 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. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. 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. Haynsworth Sinkler Boyd, P.A. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. 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. The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. The firm's objective is to bring partnership, experience and value creation to each investment. The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. Wellspring Capital Lawsuit | PDF | Limited Partnership | Loans - Scribd Wellspring Capital Management You can help Wikipedia by expanding it. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. The courts analysis of the duty of loyalty claim can be fairly characterized as limited, consisting of four short paragraphs that largely restate or simply quote the complaint. SEC / JURISDICTION. 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. Sav. 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. Hiding negative complaints is only a Band-Aid. WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. The court addressed the dissent's finding, that the defendant's determination of the number of parking spaces was a matter of judgment or opinion and was therefore unactionable. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. 89], Charles E. Walker, Jr. [Docket No. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir. Wellspring Capital Acquires SupplyOne | Markets Insider You can review interesting Flipbooks on my site. Litigation. SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. 609, 614 (Bankr. 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. 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. 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. These emails can hardly be considered negligent misrepresentations. I Shall [Not] Be Released: Wellspring, Director Releases, and the Duty D.S.C. 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. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. 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. E-mail: sandra@wellspring-cap.com; Videos. 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. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. Why is this public record being published online? Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. Fed. . Accordingly, Wellspring did not find that the defendants in fact breached their duties, but rather held that the plaintiff, a litigation trust, had asserted a viable claim that could proceed to a trier of fact. Munich, by far the largest city in southern Germany, lies about 30 miles (50 km) north of the edge of the Alps and along the Isar River, which flows through the middle . PDF In the United States Bankruptcy Court for The District of Delaware Mr. Friedman was substituted as the plaintiff on January 10, 2020. The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. In April 2018, Prospect agreed to defer two quarters of cash interest payments. The elements of a negligent misrepresentation claim under South Carolina law are as follows: Turning now to the present case, the third cause of action must be dismissed under either New York or South Carolina law because the statements that the plaintiff asserts constituted negligent misrepresentations were all statements regarding potential outcomes of a potential business endeavor; thus, they relate to future events and cannot form the basis of a negligent misrepresentation claim. Make your practice more effective and efficient with Casetexts legal research suite. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. Wellspring Capital Management. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. 1991) (unpublished table decision). 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. Wellsprings objective is to bring partnership, experience and value creation to each investment. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. 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. Seth Pearson - Managing Director - Private Equity - York Capital The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. The middle-market private equity firm invests in companies with strong business . 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. Home; About Us; Investment Approach. 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. Trump legal team requests six-month delay in New York civil lawsuit 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. with actual intent . 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. The company will explode Rich!" D. Del. 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. Wellspring CEO takes leave after explosive rape allegations against his son Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. These are high quality companies, essential to the national, regional, or global economy but whose fundamental qualities are underappreciated and undervalued by the market. 2022 Wellspring Capital Management Group LLC |. (Compl. 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 firm's objective is to bring partnership, experience and value creation to each investment. 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. Law360 provides the intelligence you need to remain an expert and beat the competition. $46H$DrGHi`0I"DE$"J(aH! [Amended Complaint, 57]. 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. Because the Court dismisses the complaint as to all other defendants, the Court sua sponte dismisses the causes of action against Mr. Ziomek as well. Wellspring, 2021 WL 4823513, at *10. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised The plaintiff's first and second causes of action are based on 11 U.S.C. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis The December 26, 2017 email stated, "So you will waive [your interest payments]. ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t ";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL 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. In the legal profession, information is the key to success. 1996)). Over the past 20 years, Wellspring has invested in over 35 platform investments across . 3d 473, 506 (S.D.N.Y. Fund VI brings the firm's assets under management to more . 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. 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. When it comes to helping companies that show promise, Wellspring Capital Management is overflowing with support. James brought a civil suit against Trump in September, alleging the Trump organization had fraudulently inflated the value of . Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. 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 . Otherwise you cannot get paid." There are different definitions of insolvency. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. Wellspring Capital Management Acquires Steele Solutions, Inc. About Us - Wellspring Capital Wellspring Capital Management has acquired 38 organizations. 1999)). 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." Designed By, https://www.wellspringcapital.co.uk/disclaimer. Crazy 8 was started in August 2007. Public Records Policy. Password (at least 8 characters required). 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. 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. Industry: Investment & Asset Management. Twitter Revenue, Earnings Fell About 40% in December, WSJ Says, John Malone andCharter Directors Agree to $87.5 Million Settlement, China E-Commerce Giant JD Set for $1.4 Billion Discount Spree, Between Rounds of Golf, Trumps Searching for the Perfect DeSantis Diss, Your Saturday UK Briefing: Sunak Chalks Up a Win as the Budget Looms, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61, The Exhibit Reality TV Show PittingArtist Against ArtistIs No Masterpiece. Salaries posted anonymously by Wellspring Capital Management employees. Reputation Management. Wellspring Capital Management Acquires Cadence Petroleum Group Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. Angel, Fund of Funds, Venture Capital), This describes the stage of investments made by this organization (e.g. Menu Home; Rankings. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. 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. Wellspring Capital Management, LLC; Wellspring Cap. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Gymboree - Wikipedia Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). R. Civ. "To survive a motion to dismiss, 'a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face."'" 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. In Cyrus II, the court also acknowledged that the Fourth Circuit has found otherwise and determined that state choice of law rules should be used in bankruptcy cases. 2021 by wellspring capital Management. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." They were not statements of presently existing fact. Even California Democrats don't want Newsom to run for president Fund VI brings the firm's assets under management to more than $4.4 billion. The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. Blackstone to Acquire Tradesmen International from Wellspring Capital See Sheehan v. Saoud, 650 Fed. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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 CEO Takes Leave After Son Accused of Rape in Lawsuit 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). 2021 by wellspring capital Management. 'Ov}b0. Consumers want to see how a business took care of business. Importantly, however, the Wellspring court declined to dismiss the litigation trusts duty of loyalty claim, stating on a cursory basis that Drawing all inferences in favor of the Trustee, the Complaint contains sufficient allegations that the D&O Defendants breached their duty of loyalty regarding the Failed Out of Court Restructuring. Id. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. 1984) for the proposition that under New York law, opinions are actionable in a negligence context. 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 Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . 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. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. 1994)). 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. 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 defendants filed separate motions. 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." 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. Wellspring Capital Management is a leading private equity firm headquartered in New York. 962 0 obj <>stream [cV3ljHkT/bx @A,20p1 ks From October 2017 to April 2018, Mr. Carles and Mr. Johnson sent numerous emails to representatives of Prospect, attempting to induce Prospect to agree to forego exercising its rights in the event of a default. Under certain conditions, section 548 allows the avoidance of a transfer made within two years of the date of the filing of the bankruptcy petition. [Amended Complaint, 31]. Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. Middle Market Private Equity. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. 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. [Amended Complaint, 32]. IAPD - Investment Adviser Public Disclosure - Homepage The firms objective is to bring partnership, experience and value creation to each investment. 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. Please see our Privacy Policy. Investment Philosophy; Target Investments; Portfolio [Amended Complaint, 51]. At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners For the reasons set forth below, under the law of either state, the plaintiff's first and second causes of action must be dismissed. Section 544(b) states: The defendants' motions assert numerous arguments in support of the assertion that the Court must dismiss the plaintiff's causes of action. 1985). Practices: 598, 614 (Bankr. It identifies undervalued companies whose share price does not properly reflect the true value of the business.
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