The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. 91], Andrew Kupchik [Docket No. The adviser's REGISTRATION status is listed below. REGISTRATION STATUS . 598, 614 (Bankr. Middle Market Private Equity. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. 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. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. It identifies undervalued companies whose share price does not properly reflect the true value of the business. WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. D.S.C. Our tight-knit culture enables transparent oversight and a streamlined decision-making process. About Us - Wellspring Capital Fund VI brings the firm's assets under management to more than $4.4 billion. 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. . 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). I Shall [Not] Be Released: Wellspring, Director Releases, and the Duty Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. Pentec Health Inc. Acquired by Wellspring Capital Management - PRWeb at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. The plaintiff responds that Prospect is a preexisting creditor because the distributions were not made until after Prospect became a creditor when the Loan Agreements and the Amendments were signed. [Amended Complaint, 31]. 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. Christopher Dawson: 5 Fast Facts You Need to Know - Heavy Wellspring Capital Management is a middle-market private equity financing firm. Already a subscriber? See Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Attorney advertising. 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. We have interesting videos for you to watch on my site. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. Id. Wellspring Capital Management Acquires Cadence Petroleum Group Active, Closed, This describes the type of investor this organization is (e.g. 1985). The middle-market private equity firm invests in companies with strong business . In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. 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. PDF Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit 544(b). A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. Consumers want to see how a business took care of business. 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 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." 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. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). 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. Why is this public record being published online? They were not statements of presently existing fact. 3d 341, 357 (D.S.C. The elements of a negligent misrepresentation claim under New York law are: The plaintiff also cites King County, Washington v. IKB Deutsche Industriebank, 863 F. Supp. Wellspring Capital Management, LLC; Wellspring Cap. 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. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a 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 . $46H$DrGHi`0I"DE$"J(aH! 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. 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. 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. Sav. . Law360 takes your privacy seriously. Federal Rule of Bankruptcy Procedure 7012(b). 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 [. Posted By: Imright , 3/3/2023 9:31:52 PM. Wellsprings objective is to bring partnership, experience and value creation to each investment. endstream endobj startxref R. Civ. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . 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. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. at 613-14. %PDF-1.5 % Litigation. Va. Mar. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. Jan. 25, 2016) (alteration original). In the legal profession, information is the key to success. 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." Target Investments - Wellspring Capital 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. About Wellspring Capital Management Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $4.4 billion of private equity capital. Corporate Advocacy Program. 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. Industry: Investment & Asset Management. You can help Wikipedia by expanding it. The portfolio manager is also a co-investor in the strategy. Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. However, whether a fraudulent conveyance action is characterized as a tort action is unsettled. 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. e""8*&B Jan. 30, 2023). [Amended Complaint, 32]. 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. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. 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). Practices: Sec'y of State for Def. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. This is the best way to manage and repair your business reputation. [Amended Complaint, 49]. CDI's smaller Atlanta peer said to weigh sale in '18. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. 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. King County, 863 F. Supp.2d at 318. 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. 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. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: This site is for informational purposes only. The plaintiff responds that the express terms of the choice of law provisions provide that the clause applies only to the parties to the Loan Agreements and the Amendments and that the defendants' indirect connection to the parties to the agreements, and the nature of their received benefit, a distribution, are not sufficient to render them third-party beneficiaries of the Loan Agreements and the Amendments. However, the garage actually had only 402 parking spaces. The firm's objective is to bring partnership, experience and value creation to each investment. The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. 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. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. July 5, 2017). At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. Haynsworth Sinkler Boyd, P.A. Id. wikipedia.en/Vatterott_College.md at main chinapedia/wikipedia.en 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. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. 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. 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. Sounds like a tidy deal at year end [2017] made a lot of sense." See Sheehan v. Saoud, 650 Fed. 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. Founded in 1995, Wellspring invests anywhere . Reputation Management. To this end, Wellspring reinforces two key principles in particular: We encourage you to contact your Ropes & Gray team to discuss these matters more fully. Wellspring Capital Lawsuit | PDF | Limited Partnership | Loans - Scribd 2100 Geng Road, Suite 210 Palo Alto, CA 94303. Bloomberg View columnist Barry Ritholtz looks at the people and ideas that shape markets, investing and business. 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 re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. The choice of law provision in the Loan Agreements states: In October 2017, Wellspring Capital was contemplating a purchase of AcuSport, a competitor, by Ellett, for $14.8 million. In April 2018, Prospect agreed to defer two quarters of cash interest payments. 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. 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. It is not unusual for an entity facing distress to engage with their stakeholders and to negotiate any number of transaction alternatives and terms. Password (at least 8 characters required). 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. The defendants' motions to dismiss are granted. They are simply not statements of preexisting fact that were false when made. 22-2003, 2023 WL 1098189 (3d Cir. 91], F. Hewitt Grant [Docket No. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, Wall Street tycoon takes leave of absence after lawsuit claims his son 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. You can review interesting Flipbooks on my site. Designed By BM Designs. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. (Wellspring). 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. Aug. 27, 2020). Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. The first and second causes of action are dismissed.
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