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Hiding negative complaints is only a Band-Aid. Wellspring Capital Management Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. 1996)). PDF In the United States Bankruptcy Court for The District of Delaware 3d 341, 357 (D.S.C. Crazy 8 was started in August 2007. Over the past 20 years, Wellspring has invested in over 35 platform investments across . Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. Adversary Proceeding No. These emails can hardly be considered negligent misrepresentations. Seth Pearson - Managing Director - Private Equity - York Capital Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. 0 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. to hinder, delay, or defraud either present or future creditors." Blackstone to Acquire Tradesmen International from Wellspring Capital 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 Capital Management Salaries - Glassdoor 8h`6$67Xn@,`& If you do not agree with these terms, then do not use our website and/or services. . The defendants filed separate motions. 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. Exempt Reporting Advisers ("ERA") are investment advisers that are not required to register as investment advisers because they rely on certain exemptions from registration under sections 203 (l) and 203 (m) of the Investment Advisers Act of 1940 and related rules. Id. 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 Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . Prior results do not guarantee a similar outcome. 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. After the defendants filed replies, the Court held a hearing on June 18, 2020. 92], Todd Boehly [Docket No. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. your most valuable capital, your ultimate resource. In 2008, Wellspring Capital, through its fund Wellspring Capital Partners, acquired Ellett. 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. e""8*&B The Uniform Commercial Code defines insolvency as the inability to pay debts in the ordinary course or when they come due, while the Bankruptcy Code defines insolvency as debts exceeding assets. 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. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. Wellspring Capital Partners VI Profile: Investments & Returns | PitchBook Antares Capital Supports Wellspring Capital Management's Acquisition of 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. Wellspring Capital - Middle Market Private Equity 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. After all, corporate decisionmakers are often tasked with choosing a path where outcomes are at best uncertain. The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. [Amended Complaint, 54]. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Wellspring Capital Management Investor Profile: Portfolio & Exits 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. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. Wellspring Capital Management. 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. Wellspring targets investments with the following characteristics: at 385. The middle-market private equity firm invests in companies with strong business . The. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. Finally, in West Side Fed. 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. Cancellation and Refund Policy, Privacy Policy, and Innovative Custom Brands, Inc. v. Minor, 2016 WL 308805, at *2 (S.D.N.Y. Id. Wellsprings objective is to bring partnership, experience and value creation to each investment. In an email obtained by . David Westin speaks with top names in finance about the week's biggest issues on Wall Street. *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? Wellspring Capital Management has acquired 38 organizations. Wellspring Capital Management LLC - Dun & Bradstreet 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. 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. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. [4] Wellspring completed fundraising on its sixth fund in 2018 with $1.45 billion of investor commitments as a successor to its $1.2 billion 2011 Fund V.[3], Wellspring focuses on the packaging, healthcare, niche manufacturing and distribution sectors.[5][6]. The defendants argue that New York law should apply, first, because the Loan Agreements and the First and Second Amendments contain choice of law provisions stating that New York law will apply and second, because South Carolina choice of law analysis dictates that New York law should apply. This approach has historically delivered returns well above inflation Our clients 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. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . Wellspring Capital Management Fund Manager Website www.wellspringcapital.com Fund Category Private Equity Close Date 0000-00-00 Fund Family Wellspring Capital Partners Native Currency USD Fund Manager's Location 605 Third Avenue 44th Floor New York, NY 10158 United States +1 (212) 000-0000 Fund Domiciles Canada Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. 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. Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit at 613-14. Phone: 650 729-8626. 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. See Scheidelman v. Henderson (In re Henderson), 423 B.R. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. at 382. Wellspring also rejected in cursory fashion the defendants argument that it is not necessarily a breach . Defendant Wellspring Capital Management LLC is a Delaware limited liability company with its principal place of business at 390 Park Avenue, New York, New York 10022. SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. About Us - Wellspring Capital Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. E-mail: sandra@wellspring-cap.com; Videos. In the legal profession, information is the key to success. Designed By, https://www.wellspringcapital.co.uk/disclaimer. The amended complaint fails to allege insolvency at the time of the transfer, an essential element of a fraudulent conveyance claim under either New York or South Carolina law, and therefore fails to state a claim under 544(b). 2d 520, 529 n.14 (E.D. 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. [Amended Complaint, 49]. Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions. In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised Industry: Investment & Asset Management. All business will get complaints. S.D. 1985). 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). We have interesting videos for you to watch on my site. 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. Target Investments - Wellspring Capital articles a month for anyone to read, even non-subscribers! 609, 614 (Bankr. Jan. 25, 2016) (alteration original). 1984) for the proposition that under New York law, opinions are actionable in a negligence context. 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. Wellspring Capital Management is a leading private equity firm headquartered in New York. 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. N.D.N.Y. Additionally, the plaintiff argues that the third element of New York's third-party beneficiary test is not met because there is no express intent in the Loan Agreements or the Amendments to compensate the defendants in the event the distributions were not paid and in fact, the Loan Agreement indicates the opposite by virtue of the inurement clause found in Section 13.1. 2009). Corporate Advocacy Program. 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. Andrew Kupchik argued dismissal was necessary due to Prospect's ratification and/or consent to the distributions, due to failure to state a claim under New York law because of lack of insolvency and failure to state a claim under South Carolina law due to failure to plead actual fraud, due to the expiration of the statute of limitations on the fraudulent conveyance claims, and due to failure to plead the existence of a triggering unsecured creditor. This Supreme Court Case Could Redefine Crime, YellowstoneBackers Wanted to Cash OutThen the Streaming Bubble Burst, How Countries Leading on Early Years of Child Care Get It Right, Female Execs Are Exhausted, Frustrated and Heading for the Exits, No Major Offer Expected on Childcare in UK Budget, Biden Gives Medal of Honor to Trailblazing Special Forces Member, Climate Change Is Launching a MutantSeed Space Race, UK Braces for Rare Weather Event That Risks Late-Winter Freeze, This Former Factory Is Now New Taipeis Edgiest Project, What Do You Want to See in a Covid Memorial? F. Hewitt Grant asserted the lack of a triggering creditor due to Prospect Capital Corporation's knowing participation in the transfers and failure to state a claim under New York law due to lack of insolvency and under South Carolina law due to failure to plead actual fraud. Founded in 1995, Wellspring invests anywhere . Litigation. In April 2018, Prospect agreed to defer two quarters of cash interest payments. The plaintiff's first and second causes of action are based on 11 U.S.C. 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. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). 930 0 obj <>/Filter/FlateDecode/ID[<6781EE974E7B2C4D9274E8F359D28E60>]/Index[915 48]/Info 914 0 R/Length 80/Prev 600062/Root 916 0 R/Size 963/Type/XRef/W[1 2 1]>>stream Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States The adviser's REGISTRATION status is listed below. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). 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. 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. v. Holmes (In re Holmes), 610 B.R. King County, 863 F. Supp.2d at 318. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. Id. What happened to Birchbox? | Retail Dive 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. The Court addresses in this order only those arguments that clearly mandate dismissal. We are motivated and incentivised to succeed. 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 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. 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). Wellspring Capital Management Acquires Paragon Films This is the best way to manage and repair your business reputation. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. 987, 999-1000 (Bankr. Even California Democrats don't want Newsom to run for president The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. 544(b). 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. Tenn. 1991); 11 U.S.C. 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). Id. Fund VI brings the firm's assets under management to more . WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. Wellspring Capital Acquires Caring Brands International Wellsprings facts, as alleged, are fairly straightforward. The December 26, 2017 email stated, "So you will waive [your interest payments]. Defendant Bernard Ziomek is in default in this matter. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. If you want your business to survive, you need to understand your-self. They are not actionable. James brought a civil suit against Trump in September, alleging the Trump organization had fraudulently inflated the value of . Copyright 2023 Ropes & Gray LLP. Will Others Follow? Salaries posted anonymously by Wellspring Capital Management employees. Gymboree - Wikipedia 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. Particularly where negotiations may involve releases, indemnification, or similar provisions, be advised that the ever-present tendency for counterparties to exercise 20/20 hindsight is fully in effect. Please see our Privacy Policy. Wellspring Capital Management is a leading private equity firm headquartered in New York. Use tab to navigate through the menu items. Wellspring Philanthropic: An Ocean of "Dark Money" on the Left Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. 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. Financial terms of the transaction were not disclosed. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. All rights reserved. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. 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." 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. The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. 2016) (citing numerous cases, recognizing disagreement among courts regarding whether fraudulent conveyance action is a tort action); MainStreet Bank v. Nat'l Excavating Corp., 791 F. Supp. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. 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. Aug. 27, 2020). ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t ";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL . Wellspring Capital Management - Investments, Portfolio & Company Exits 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. The Debtors in the bankruptcy cases, pending in the District of Delaware, are SportCo Holdings, Inc.; Ellett Brothers, LLC; United Sporting Company, Inc.; Bonitz Brothers, Inc.; Evans Sports, Inc.; Jerry's Sports, Inc.; Outdoor Sports Headquarters, Inc.; Quality Boxes, Inc.; and Simmons Guns Specialties, Inc. Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. Finally, one place to get all the court documents we need. 112]. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. A former employee of Wellspring Capital Management filed a lawsuit in a New York Thursday alleging that the CEO's son, Christopher Dawson, drugged and repeatedly raped her one night in the. 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. 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. The amended complaint is dismissed. Haynsworth Sinkler Boyd, P.A. The origins of Wellspring Philanthropic Fund are shrouded. Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. Fed. For the reasons set forth below, under the law of either state, the plaintiff's first and second causes of action must be dismissed. 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. Id. New York law prohibits both actual and constructive fraudulent conveyances. 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. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. 541, 546 (Bankr. . The firm's objective is to bring partnership, experience and value creation to each investment. Over $134 million of the loan proceeds were used to fund distributions to Wellspring Capital Partners, WCM GenPar IV, L.P., WCM GenPar IV GP, LLC, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik (collectively, the "Transferee Defendants"). 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.