View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. with actual intent . Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. A constructive fraudulent conveyance exists under New York law if the conveyance was made without fair consideration and "(1) the transferor is insolvent or will be rendered insolvent by the transfer in question; (2) the transferor is engaged in or is about to engage in a business transaction for which its remaining property constitutes unreasonably small capital; or (3) the transferor believes that it will incur debt beyond its ability to pay." 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. 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. Wellspring Capital Management is a leading private equity firm headquartered in New York. 2009). 19.)1. 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. Charles E. Walker, Jr. argued in support of dismissal due to lack of a triggering creditor based on Prospect's secured status, failure to state a claim under New York law due to lack of insolvency, on equity grounds because Prospect failed to obtain a personal guaranty from Mr. Walker and because the distributions were specifically contemplated by the loan transaction, and due to failure to state a claim for fraudulent conveyance under South Carolina law. The Court addresses in this order only those arguments that clearly mandate dismissal. [Amended Complaint, 32]. P. 12(b)(6). from 8 AM - 9 PM ET. The plaintiff's first and second causes of action both assert claims for fraudulent conveyances pursuant to 544(b) and S.C. Code 27-23-10. 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. These are high quality companies, essential to the national, regional, or global economy but whose fundamental qualities are underappreciated and undervalued by the market. There are different definitions of insolvency. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. The Firm also has a long history of collaboration with entrepreneurs and closely held businesses to achieve outsized growth, with a large percentage of our portfolio companies being transitioned from founder ownership. 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. Musk Made a Mess at Twitter. 401(k)/403(b) Plan Litigation Risk Management, Analytics & Behavioral Science Consulting (R&G Insights Lab), Committee on Foreign Investment in the United States (CFIUS), E-Discovery, Discovery Strategies & Data Analytics, Executive Compensation & Employee Benefits, Government Enforcement / White Collar Criminal Defense, Life Sciences Licensing, Collaborations & Joint Ventures, The Music Stops on the Texas Two-Step: Third Circuit Dismisses LTL Bankruptcy Case. @S1 $82N+ZJ | 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. Click here to login, 2023, Portfolio Media, Inc. | About | Contact Us | Legal Jobs | Advertise with Law360 | Careers at Law360 | Terms | Privacy Policy | Cookie Settings | Help | Site Map, Enter your details below and select your area(s) of interest to stay ahead of the curve and receive Law360's daily newsletters, Email (NOTE: Free email domains not supported). 93], and Bradley Johnson [Docket No. 2007) (citations omitted). . Investment Approach Target Investments Wellspring's objective is to acquire or invest in companies that are well-positioned to capitalize on change and can benefit from Wellspring's operating and financial expertise. 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 [. Tex. In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. [Amended Complaint, 37, 40]. GitHub export from English Wikipedia. Id. Id. at 385. 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. Fund VI brings the firm's assets under management to more than $4.4 billion. your most valuable capital, your ultimate resource. Practices:
[Amended Complaint, 31]. January 12, 2022
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. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. 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 Capital Management is a leading private equity firm headquartered in New York. 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. 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. 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. Jan. 25, 2016) (alteration original). 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. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. Id. Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style.
Sec'y of State for Def. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). 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. Menu Home; Rankings. Id. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. (Wellspring). Wellspring Capital Management. 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. The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. Financial terms of the transaction were not disclosed. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. An actual fraudulent conveyance is any "conveyance made . Description. at 358. Sounds like a tidy deal at year end [2017] made a lot of sense." PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. to hinder, delay, or defraud either present or future creditors." Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Wellspring partners with highly qualified and motivated senior management teams, actively working together to unlock a companys potential by providing ongoing financial, strategic and operational support. Certain state securities regulatory authorities have similar exemptions based on . 6. If you do not agree with these terms, then do not use our website and/or services. Already a subscriber? 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. endstream
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Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York.
However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. 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 . 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. 541, 546 (Bankr. The firm's objective is to bring partnership, experience and value creation to each investment. Our returning and new limited partners share our belief in the unique value proposition that Wellspring brings to the investment process, with our focus on strategic partnership and tailored approach to each investment. Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. All business will get complaints. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. The portfolio manager is also a co-investor in the strategy. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, They were not statements of presently existing fact. 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. There are also no allegations concerning expenses. 85]. 2022 Wellspring Capital Management Group LLC |. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 We have interesting videos for you to watch on my site. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. William F. Dawson, Jr., Chief Executive Officer of Wellspring, said, "My partners and I are pleased to complete the successful raising of Wellspring's sixth fund, which is a direct result of the strong relationships we have built with the investment community over many years and the returns we have generated. 1001 to 5000 Employees. 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. 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 firms objective is to bring partnership, experience and value creation to each investment. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. Wellspring Capital Management is a leading private equity firm headquartered in New York. The first and second causes of action are dismissed. In April 2018, Prospect agreed to defer two quarters of cash interest payments. Law360 may contact you in your professional capacity with information about our other products, services and events that we believe may be of interest.Youll be able to update your communication preferences via the unsubscribe link provided within our communications.We take your privacy seriously. 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 Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. 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. In an email obtained by . THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. 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. The amended complaint asserts three causes of action: (1) avoidance and recovery of fraudulent transfers by Ellett against the Transferee Defendants pursuant to 11 U.S.C. 930 0 obj
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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. King County, 863 F. Supp.2d at 318. 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. Id. Wellspring Capital Management is a middle-market private equity financing firm. Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions. Defendant Bernard Ziomek is in default in this matter. Attorney advertising. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . 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 either New York or South Carolina law, the plaintiff's third cause of action for negligent misrepresentation fails to state a claim for which relief can be granted. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . The origins of Wellspring Philanthropic Fund are shrouded. 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. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. 1996)). 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. 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). 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. Another email stated, in part: "Gotta get your interest? Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. By teaming up with strong management, Wellspring is able to unlock underlying value and at 382. A finding that Prospect is a preexisting creditor compels the same result. Law360 takes your privacy seriously. 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. Id. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. 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. Wellspring also rejected in cursory fashion the defendants argument that it is not necessarily a breach . REGISTRATION STATUS . New York law and South Carolina law differed as to whether such a transfer was permitted. Investment Philosophy; Target Investments; Portfolio Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. This article about a private equity or venture capital firm based in the United States is a stub. 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. [cV3ljHkT/bx
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In considering what choice of law provisions to apply, the Fourth Circuit stated: The Court notes that there is a specific fraudulent conveyance section of the Bankruptcy Code. 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." Angel, Fund of Funds, Venture Capital), General contact email for the organization. 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." Copyright 2023 Ropes & Gray LLP. These emails can hardly be considered negligent misrepresentations. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. The firm's objective is to bring partnership, experience and value creation to each investment. 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." 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. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. Make your practice more effective and efficient with Casetexts legal research suite. Id. 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. 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. The complaint must provide more than mere "labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. 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. Revenue: $500 million to $1 billion (USD) Competitors: Unknown. The firm's objective is to . 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. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. 1984) for the proposition that under New York law, opinions are actionable in a negligence context. 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. $46H$DrGHi`0I"DE$"J(aH! 90], Alexander E. Carles [Docket No. at 382. Frustrated stakeholders can be further inclined, and incentivized, to view all corporate decisions with an eye towards litigation first through a 20/20 hindsight lens. 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. 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. Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). [Amended Complaint, 93]. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. 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. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised Founded in 1995, Wellspring invests anywhere . 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). 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. "[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.'" 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. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. 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.