wellspring capital management lawsuit

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." 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. 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. About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. GitHub export from English Wikipedia. By teaming up with strong management, Wellspring is able to unlock underlying value and. Defendant Bernard Ziomek is in default in this matter. [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 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. 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. 93], and Bradley Johnson [Docket No. 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 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. It had previously received notification, in early 2018, that the Borrowers would default on their obligation under the Loan Agreements and the Amendments in the second quarter of 2018. 2009). Founded in 1995, Wellspring invests anywhere . California Weighs $360,000 in Reparations to Eligible Black Residents. The company will explode Rich!" Relevant here: the plaintiff/litigation trust alleged that SportCos directors: Finally, the litigation trust also asserted a variety of other counts in its complaint related to other facts, circumstances, and actions that are not the subject of this Alert. Another email stated, in part: "Gotta get your interest? As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. Fed. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. 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. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). 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. The firm's objective is to bring partnership, experience and value creation to each investment. The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. Practices: Fund VI brings the firm's assets under management to more than $4.4 billion. They were not statements of presently existing fact. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. 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. An actual fraudulent conveyance is any "conveyance made . Designed By, https://www.wellspringcapital.co.uk/disclaimer. 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. In Fall 2018, SportCo Holdings, Inc. (SportCo) was facing severe financial distress. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. (Wellspring). 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. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. 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. 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. Attorney advertising. The defendants argue that Prospect is a subsequent creditor, because it had knowledge of and approved of the distributions prior to them being completed. 541, 546 (Bankr. The Court now issues this order, granting the motions to dismiss for the reasons set forth below. In the legal profession, information is the key to success. 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. Va. Mar. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. As part of the debt management process, it said it would close 375 of its 1,300 stores. Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. R. Civ. 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. hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 Reputation Management. 3d 473, 506 (S.D.N.Y. 92], Todd Boehly [Docket No. In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. 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. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. 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. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. They are simply not statements of preexisting fact that were false when made. But Wellspring would arguably undermine the ability to negotiate for what are customary and, indeed, necessary protections for corporate decisionmakers in those same transactions, such as releases, indemnity, or exculpation. Musk Made a Mess at Twitter. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. 19.)1. 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. %PDF-1.5 % Aug. 27, 2020). Your livelihoodand your sanitydepend . 1994)). 8h`6$67Xn@,`& 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 Management, LLC; Wellspring Cap. Tenn. 1991); 11 U.S.C. The Court addresses in this order only those arguments that clearly mandate dismissal. Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. Id. P. 12(b)(6). Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. The firm's objective is to . 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. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . 6. W.D. 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. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. Active, Closed, This describes the type of investor this organization is (e.g. New York law and South Carolina law differed as to whether such a transfer was permitted. At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners 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. 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. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. 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. 987, 999-1000 (Bankr. 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, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. 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. 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. Salaries posted anonymously by Wellspring Capital Management employees. 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. (Bloomberg) -- 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."We are taking this matter very seriously, and have launched an immediate internal investigation," Jeffrey Gould, Wellspring's head of marketing and investor . Crazy 8 was started in August 2007. 2005)). Time to Read: 6 minutes 1991) (unpublished table decision). Id. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. Public Records Policy. Hiding negative complaints is only a Band-Aid. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). your most valuable capital, your ultimate resource. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. 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. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. Id. 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. 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. 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. 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. 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. 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. 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. Jan. 30, 2023). Wellspring Capital Management is a leading private equity firm headquartered in New York. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. 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. Jan. 25, 2016) (alteration original). 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). Haynsworth Sinkler Boyd, P.A. 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. Wellsprings objective is to bring partnership, experience and value creation to each investment. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. The origins of Wellspring Philanthropic Fund are shrouded. Finally, in West Side Fed. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: Will His AI Plans Be Any Different? New York law regarding third party beneficiaries provides: With respect to South Carolina's choice of law analysis, South Carolina conflict of law principles provide that "the substantive law governing a tort action is determined by the state in which the injury occurred." The middle-market private equity firm invests in companies with strong business . By Zachary Zagger (July 31, 2020, 9:56 PM EDT) -- Private equity firm Wellspring Capital Management LLC on Friday hit a slew of its insurers with a suit in New York state court alleging they must defend it against claims that it plundered millions of dollars from gun seller United Sporting Cos. Inc., which blamed its bankruptcy on Donald Trump's win in the 2016 election. Access to case data within articles (numbers, filings, courts, nature of suit, and more. 0 at 382. A customer lawsuit filed earlier this month against Sequoia, Paradigm, and Thoma Bravo, alleges these funds gave an "air of legitimacy" to FTX andvia their hundreds of millions in funding and. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. 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. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. Mr. Friedman was substituted as the plaintiff on January 10, 2020. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. This article about a private equity or venture capital firm based in the United States is a stub. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. 89], Charles E. Walker, Jr. [Docket No. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. 20-50554, 2021 WL 4823513 (Bankr. 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. As we here at Ropes & Gray look back on 2021 and ahead into 2022, we call your attention to the lessons of Friedman v. Wellspring Capital Mgmt., LLC (In re SportCo Holdings, Inc.), Case No. . 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." 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. In an email obtained by . 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. Nor is it necessary for the Court to decide whether New York or South Carolina law applies under South Carolina's choice of law principles. Id. R. Civ. 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 emails can hardly be considered negligent misrepresentations. 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 . . hXO8WtVH,~W"I/ {;N7'0HAA0%`Ih5L!p! 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. David R. Duncan US Bankruptcy Judge District of South Carolina. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. The defendants' remaining arguments need not be addressed. The plaintiff, however, asserts that federal conflict of law principles should govern what state's law applies in this case, because "[a] claim under 544(b) incorporates 'applicable law,' but it is a claim under federal law with a substantive federal law recovery scheme." REGISTRATION STATUS. Id. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. 91], F. Hewitt Grant [Docket No. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. 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. 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. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. The court must construe the allegations in the complaint in the light most favorable to the plaintiff. An outside law firm will assist with the probe to determine the validity of these reports, which allege behavior that is not only shocking but completely inconsistent with our corporate values and standards., Family calls complaint pure fiction intended as a shakedown, Dawson steps away from firm to spend time with his family. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. All rights reserved. SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g.