wellspring capital management lawsuit

19-80071-DD (Bankr. 987, 999-1000 (Bankr. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. Practices: Time to Read: 6 minutes James brought a civil suit against Trump in September, alleging the Trump organization had fraudulently inflated the value of . Wellspring Capital Management is a middle-market private equity financing firm. 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. Our returning and new limited partners share our belief in the unique value proposition that Wellspring brings to the investment process, with our focus on strategic partnership and tailored approach to each investment. 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. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. 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. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. D.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. W.D. Sec'y of State for Def. 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. We look forward to carrying forward that vision and continuing our success in the years ahead.". The company will explode Rich!" In 2012, the year that the amended complaint alleges Ellett "achieved record sales and earned revenues of approximately $1.2 billion," Ellett and its operating subsidiaries (the "Borrowers") entered into a Third Amended and Restated Loan and Security Agreement and a Second Lien Loan and Security Agreement (collectively, the "Loan Agreements") with lenders including Prospect Capital Corporation ("Prospect"), pursuant to which Prospect and the other lenders loaned $280 million to the Borrowers. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. Menu Home; Rankings. 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. The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. 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. 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." 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 assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. See Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. at 385. Pentec Health Inc. Acquired by Wellspring Capital Management 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. The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. Flipbooks. wikipedia.en/Vatterott_College.md at main chinapedia/wikipedia.en THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. Note: This site is for informational purposes only. The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . 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. 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." Gymboree - Wikipedia 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. Reputation Management. Fund VI brings the firm's assets under management to more than $4.4 billion. 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 Capital Management Investor Profile: Portfolio & Exits The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. And the best part of all, documents in their CrowdSourced Library are FREE. About Us - Wellspring Capital Importantly, however, the Wellspring court declined to dismiss the litigation trusts duty of loyalty claim, stating on a cursory basis that Drawing all inferences in favor of the Trustee, the Complaint contains sufficient allegations that the D&O Defendants breached their duty of loyalty regarding the Failed Out of Court Restructuring. Id. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. Will Others Follow? The. 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. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." Ripoff Report | scalp-med complaints, reviews, scams, lawsuits and PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. The case status is Pending - Other Pending. 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. California Weighs $360,000 in Reparations to Eligible Black Residents. Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions. 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. Angel, Fund of Funds, Venture Capital), General contact email for the organization. 1985). 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. 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. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. 544(b). Wellspring Capital Management is a leading private equity firm headquartered in New York. Why is this public record being published online? Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. The parties are in agreement that New York and South Carolina law regarding negligent misrepresentations are substantially similar and that as a result, the Court is not required to engage in a choice of law analysis as to the third cause of action. Fund VI brings the firm's assets under management to more . The first and second causes of action are dismissed. Private equity firm Wellspring Capital Management has acquired Caring Brands International, parent company of home health and hospice franchise company Interim Healthcare, for an undisclosed amount. 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. Finally, in West Side Fed. 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. Wellspring also rejected in cursory fashion the defendants argument that it is not necessarily a breach . & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. Munich, by far the largest city in southern Germany, lies about 30 miles (50 km) north of the edge of the Alps and along the Isar River, which flows through the middle . Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Oct. 14, 2021) (Stickles, J.) REGISTRATION STATUS . The firm's objective is to bring partnership, experience and value creation to each investment. When typing in this field, a list of search results will appear and be automatically updated as you type. Wellspring Capital Management | LinkedIn David Westin speaks with top names in finance about the week's biggest issues on Wall Street. 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 is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). Wellspring targets investments with the following characteristics: Similarly, Merritt Dredging suggests that federal law would apply to a section 548 cause of action, but that state law should apply to fraudulent conveyance claims based on state law. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. 8h`6$67Xn@,`& 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. On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments. [Amended Complaint, 32]. The defendants' motions to dismiss are granted. The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. Over the past 20 years, Wellspring has invested in over 35 platform investments across . hbbd``b`u@IHEX 3X "2A`V @B'Hl``bdV8 2h 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. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. William F. Dawson, Jr., Chief Executive Officer of Wellspring, said, "My partners and I are pleased to complete the successful raising of Wellspring's sixth fund, which is a direct result of the strong relationships we have built with the investment community over many years and the returns we have generated. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. The adviser's REGISTRATION status is listed below. Va. Mar. . Id. Consumers want to see how a business took care of business. The Firm also has a long history of collaboration with entrepreneurs and closely held businesses to achieve outsized growth, with a large percentage of our portfolio companies being transitioned from founder ownership. Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis 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. Aug. 27, 2020). PDF In the United States Bankruptcy Court for The District of Delaware Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Wellspring Capital, through defendants Mr. Carles and Mr. Johnson, allegedly represented to Prospect that: (1) Ellett could purchase assets of AcuSport for $14.8 million; (2) the purchase would result in the Debtors' capturing 20% to 30% of AcuSport sales; (3) the Debtors could acquire $14 million of AcuSport inventory at a substantial discount; and (4) Ellett would immediately realize a $7 million profit on the sale of the inventory acquired in the purchase. Wellspring Sues Insurers To Fight Claims It Tanked Gun Seller Founded in 1995, Wellspring invests anywhere . The origins of Wellspring Philanthropic Fund are shrouded. 1994)). 85]. Wellspring Philanthropic: An Ocean of "Dark Money" on the Left PLEASE SEE THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. 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. 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. All rights reserved. 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. The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. Wall Street tycoon takes leave of absence after lawsuit claims his son [Amended Complaint, 37, 40]. 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. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. R. Civ. Wellspring Capital Partners VI Profile: Investments & Returns | PitchBook 1999)). It identifies undervalued companies whose share price does not properly reflect the true value of the business. 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. 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. 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. @S1 $82N+ZJ | 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. 2009). Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 D.S.C. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. These emails can hardly be considered negligent misrepresentations. 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. Id. Prior results do not guarantee a similar outcome. 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." Otherwise you cannot get paid." 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. See Sheehan v. Saoud, 650 Fed. Law360 takes your privacy seriously. Copyright 2023 Ropes & Gray LLP. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). 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 stated that expressions of opinion are actionable under New York law, but further stated: New York courts have also stated that statements of "mere puffery", or "statements founded entirely on speculation concerning future profits from proposed business endeavors" are not actionable. The firm's objective is to bring partnership, experience and value creation to each investment. 2d 520, 529 n.14 (E.D. 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. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. Wellspring Capital Management is a leading private equity firm headquartered in New York. They are not actionable. Use tab to navigate through the menu items. You can help Wikipedia by expanding it. to negotiate for release or indemnification, with the defendants arguing that such releases may have saved the post-restructuring company the expense of indemnifying the D&O Defendants in subsequent litigation. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. 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. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Adversary Proceeding No. Will His AI Plans Be Any Different? [Amended Complaint, 57]. Wellspring Capital Management, LLC; Wellspring Cap. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. Id. 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. 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. While New York law and South Carolina law have slightly different tests for avoiding constructive fraudulent conveyances, there exists a common thread which is not satisfied hereinsolvency at the time of the transfer. [Amended Complaint, 54]. 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 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 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. 101 (32). The District Court stated that "[w]hether a fraudulent conveyance claim should be characterized as a tort action is uncertain and disputed among American jurisdictions." 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. A social media content creator signed an agreement with Birchbox in May of 2022 and hadn't been paid the $2,500 due as of Jan. 24, despite several emails to the company. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. 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. By teaming up with strong management, Wellspring is able to unlock underlying value and. hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 Wellspring, 2021 WL 4823513, at *10. 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.

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