There are different definitions of insolvency. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. At Wellspring we pride ourselves on client service. 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. 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. Wellspring is a cautionary tale for the fiduciaries of a distressed or potentially distressed corporationparticularly with respect to negotiations around release and/or indemnification provisions for those same fiduciaries. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, at 382. 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. These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. Ripoff Report | scalp-med complaints, reviews, scams, lawsuits and IAPD - Investment Adviser Public Disclosure - Homepage Wellspring Capital Management is a leading private equity firm headquartered in New York. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Working at Wellspring Capital Management | Glassdoor 112]. They are not actionable. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. Wellspring Capital Management LLC - Dun & Bradstreet S.D. Phone: 650 729-8626. 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. (quoting Bell Atl. 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. 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." Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. While property interests are defined by state law in the absence of a compelling federal interest, the Court would look to the Bankruptcy Code in making a determination of whether property is property of the estate under section 541. 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. Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. Fax: 877 376-7003. 101 (32). Wellspring CEO Bill Dawson is taking a leave of absence, the firm said Tuesday Last week a shocking lawsuit was filed against his son Christopher It claims he drugged and violently raped and. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. Wellspring Capital Management Salaries - Glassdoor with actual intent . Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. Password (at least 8 characters required). Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . 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. Finally, one place to get all the court documents we need. Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. 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. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. . Use tab to navigate through the menu items. Even California Democrats don't want Newsom to run for president Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. 89], Charles E. Walker, Jr. [Docket No. 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. Friedman v. Wellspring Capital Mgmt. - Casetext 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. Your livelihoodand your sanitydepend . 93], and Bradley Johnson [Docket No. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States 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 stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. Wall Street tycoon takes leave of absence after lawsuit claims his son 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. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. 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. On March 7, 2013, the Borrowers entered into a First Amendment to the Loan Agreements (the "First Amendment"), pursuant to which Prospect loaned the Borrowers an additional $60 million. 987, 999-1000 (Bankr. Id. The defendants' motions to dismiss are granted. Posted By: Imright , 3/3/2023 9:31:52 PM. 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. 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. Litigation. 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." 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. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. About Wellspring Capital Management Wellspring Capital Management is a leading private equity firm headquartered in New York. Blackstone to Acquire Tradesmen International from Wellspring Capital 2012) and West Side Fed. 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." 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. Make your practice more effective and efficient with Casetexts legal research suite. *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? Wellspring Philanthropic: An Ocean of "Dark Money" on the Left Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. at 385. Target Investments - Wellspring Capital Investments Number of Investments 2 Wellspring Capital Management has made 2 investments. 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. See Sheehan v. Saoud, 650 Fed. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. 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. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. 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. 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. Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. 2021 by wellspring capital Management. 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. 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. Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. 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. Angel, Fund of Funds, Venture Capital), General contact email for the organization. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. Their most recent acquisition was Caring Brands International on Oct 25, 2021. (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 . Oct. 14, 2021) (Stickles, J.) 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. Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. 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. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. This preference is a result of the Firms differentiated and conservative approach to leverage, in addition to a transparent oversight model, which is driven by our small group of senior professionals and absence of bureaucracy. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. The portfolio manager is also a co-investor in the strategy. Will Others Follow? Please see our Privacy Policy. 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. 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. 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. Wellspring Capital Acquires Caring Brands International In April 2018, Prospect agreed to defer two quarters of cash interest payments. Trump legal team requests six-month delay in New York civil lawsuit Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. Wellspring Capital Management Closes Fund VI at $1.415 Billion Wellspring Capital Management LLC - Company Profile and News [Amended Complaint, 32]. 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 amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." PDF Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit 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 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." All business will get complaints. 915 0 obj <> endobj January 12, 2022 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. at 321. Law360 takes your privacy seriously. "[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.'" D.S.C. We are motivated and incentivised to succeed. your most valuable capital, your ultimate resource. The emails, often using colorful language and harassing tones, essentially represent to Prospect that if the AcuSport transaction is not completed, Prospect will not get paid on its obligations. Oil Producers Hand $128 Billionto Investors as Doubts Grow About Future of Fossil Fuels, Your Saturday Briefing: Trumps Comeback Plan, Wall Street Whistles Away, British Parents Turn to Home Equity to Help Young Buy Property, Japanese Unions Seek Biggest Pay Rise in 25 Years for Workers, Sorry, Fed, Most US Mortgage Rates Were Locked In During Pandemic Lows, Italys CDP Is Nearing Offer for Telecom Italia Network. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. REGISTRATION STATUS . The middle-market private equity firm invests in companies with strong business . By teaming up with strong management, Wellspring is able to unlock underlying value and. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. 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). Mr. Friedman was substituted as the plaintiff on January 10, 2020. 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. 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. What happened to Birchbox? | Retail Dive Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. (Wellspring). Musk Made a Mess at Twitter. 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). The firm's objective is to bring partnership, experience and value creation to each investment. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. Wellspring Capital Management Acquires Steele Solutions, Inc. 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. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. Innovative Custom Brands, Inc. v. Minor, 2016 WL 308805, at *2 (S.D.N.Y. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. 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. They were not statements of presently existing fact. GitHub export from English Wikipedia. v. Holmes (In re Holmes), 610 B.R. Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . Jan. 25, 2016) (alteration original). In 2008, Wellspring Capital, through its fund Wellspring Capital Partners, acquired Ellett. Investment Philosophy; Target Investments; Portfolio In the legal profession, information is the key to success. As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. It identifies undervalued companies whose share price does not properly reflect the true value of the business. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. 598, 614 (Bankr. 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. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . 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. 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. Founded in 1995, Wellspring invests anywhere . The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Time to Read: 6 minutes Wellspring Capital Management is a leading private equity firm headquartered in New York. 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. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. All rights reserved. (Compl. & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t ";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL 541, 546 (Bankr. [Amended Complaint, 51]. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. 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. James Chan - Spare Room Tycoon - The Seventy Lessons of Sane Self These emails may be a lot of things, but negligent misrepresentations they are not. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. REGISTRATION STATUS. 91], Andrew Kupchik [Docket No. 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. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised 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. 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. Note: This site is for informational purposes only. 544(b). 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. 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. 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. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. 'Ov}b0. $46H$DrGHi`0I"DE$"J(aH! The firm's objective is to bring partnership, experience and value creation to each investment. We have interesting videos for you to watch on my site.