wellspring capital management lawsuit

Corporate Advocacy Program. 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. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. 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. Consumers want to see how a business took care of business. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. We look forward to hearing from you. N.D.N.Y. 3d 473, 506 (S.D.N.Y. About Us - Wellspring Capital There are also no allegations concerning expenses. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. 2021 by wellspring capital Management. Password (at least 8 characters required). 2009). Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. Flipbooks. From reading the Financial Times at school to managing his first portfolio at just 18, he has built Wellspring Capital into a nationwide wealth management boutique. Wellspring Capital Management. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. endstream endobj 916 0 obj <>/Metadata 258 0 R/Pages 913 0 R/StructTreeRoot 384 0 R/Type/Catalog>> endobj 917 0 obj <>/MediaBox[0 0 612 792]/Parent 913 0 R/Resources<>/Font<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI]>>/Rotate 0/StructParents 0/Tabs/S/Type/Page>> endobj 918 0 obj <>stream 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). James Chan - Spare Room Tycoon - The Seventy Lessons of Sane Self Wellspring Sues Insurers To Fight Claims It Tanked Gun Seller Law360 takes your privacy seriously. Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. Id. See Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. The adviser's REGISTRATION status is listed below. Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. The amended complaint asserts three causes of action: (1) avoidance and recovery of fraudulent transfers by Ellett against the Transferee Defendants pursuant to 11 U.S.C. Pentec Health Inc. Acquired by Wellspring Capital Management - PRWeb 0 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. Gymboree - Wikipedia 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 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. Id. Wellspring CEO takes leave after explosive rape allegations against his Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 %%EOF 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. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised 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. Musk Made a Mess at Twitter. Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation Trust, Plaintiff, v. Wellspring Capital Management, LLC, Wellspring Capital Partners IV, L.P., WCM Genpar IV, L.P., WCM Genpar IV GP, LLC, Alexander E. Carles, Bradley Johnson, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik, Defendants. The complaint must provide more than mere "labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. 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. 2d 317 (S.D.N.Y. 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. 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. Copyright 2023 Ropes & Gray LLP. at 385. Investment Philosophy; Target Investments; Portfolio (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 . Wellspring Capital Management Portfolio Investments, Wellspring Capital Lawsuit: Wellspring CEO Told - Institutional Investor At Wellspring we pride ourselves on client service. This is despite the fact that 57% of Californians and 37% of California Democrats do not want President Joe Biden to run, according to a poll from the Berkeley Institute of Governmental Studies. Already a subscriber? Mar 19, 2019 New York private equity firm Wellspring Capital Management said Monday it has acquired Center for Diagnostic Imaging, a Minneapolis-based operator of MRI and CT scanners that. 598, 614 (Bankr. 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. 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. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. Description. Wellspring Capital Management LLC - Dun & Bradstreet Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. January 12, 2022 Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. 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 See Sheehan v. Saoud, 650 Fed. 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 $700 Million India Plant in Shift From China, Stock Traders Are Ignoring Blaring Bond Alarms, S&P 500 Notches Best Week Since Late January: Markets Wrap. Wellspring CEO takes leave after explosive rape allegations against his son articles a month for anyone to read, even non-subscribers! Under certain conditions, section 548 allows the avoidance of a transfer made within two years of the date of the filing of the bankruptcy petition. Wellspring Capital Management Acquires Paragon Films . Wellspring Capital Management Group LLC ("Wellspring"), a New York-based private equity firm, announced that on May 29, 2020, it closed the acquisition of Steele Solutions, Inc. ("SSI" or the "Company"), a value-add supplier into the industrial automation sector. Wellspring Capital Management is a middle-market private equity financing firm. However, whether a fraudulent conveyance action is characterized as a tort action is unsettled. 2018) (distinguishing cases where the courts dismissed negligent misrepresentation claims based on "puffery" or founded solely on speculative statements regarding future profits as a result of proposed transactions, and finding that the misrepresentations at issue were actionable because they involved present facts). .JFY+h!Hkw;s"$ 4AuF~!D =j]4z*g7i>B 1NEDm @@,!ptz"Br}-rh>wI }9.&>5/n2n/OefX v. Holmes (In re Holmes), 610 B.R. D.S.C. ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t ";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL 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 . The firm's objective is to . Posted By: Imright , 3/3/2023 9:31:52 PM. The amended complaint also details numerous emails sent by Mr. Carles and Mr. Johnson to a representative of Prospect, urging Prospect to defer its right to payment in the event of a default. [Amended Complaint, 54]. 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. Id. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. 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. endstream endobj startxref Broker-Dealers Business & Commercial Litigation Business Restructuring California Consumer Privacy Act Capital Markets Capital Solutions & Private Credit Charitable Foundations China Life Sciences Committee on Foreign Investment in the United States (CFIUS) Consumer Protection and Advertising Law Corporate & Securities Litigation The plaintiff's first and second causes of action both assert claims for fraudulent conveyances pursuant to 544(b) and S.C. Code 27-23-10. The firms objective is to bring partnership, experience and value creation to each investment. Wellspring Capital - Middle Market Private Equity & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. Their most recent acquisition was Caring Brands International on Oct 25, 2021. WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. View Videos. Defendant Bernard Ziomek is in default in this matter. The origins of Wellspring Philanthropic Fund are shrouded. David R. Duncan US Bankruptcy Judge District of South Carolina. 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. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). Crazy 8 was started in August 2007. Id. Try our Advanced Search for more refined results. 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. In Wellspring, the Delaware bankruptcy court held that an alleged duty of loyalty breach could survive a motion to dismiss where: Bear in mind that alleged is the operative word here. 2007) (citations omitted). Federal Rule of Bankruptcy Procedure 7012(b). Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. Wellspring Capital Management is a leading private equity firm headquartered in New York. "To survive a motion to dismiss, 'a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face."'" Div. 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 . 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. 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. 'Ov}b0. They were not statements of presently existing fact. Christopher Dawson: 5 Fast Facts You Need to Know - Heavy SEC / JURISDICTION. 22-2003, 2023 WL 1098189 (3d Cir. The defendants' remaining arguments need not be addressed. Wellspring Capital Management, LLC; Wellspring Cap v Barry, III et al (Wellspring). At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners The court considered whether the plaintiff had proved the tort of innocent misrepresentation. The. This approach has historically delivered returns well above inflation Our clients at 382. 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. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. 1985). In 2010, Bain Capital acquired the company for US$1.8 billion. Will His AI Plans Be Any Different? R. Civ. 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 The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. 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. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. In this process, SportCo initially exchanged a term sheet with certain of its lenders in early November 2018 and allegedly reached an agreement in principle in late December 2018. . Corp. v. Twombly, 550 U.S. 544, 555 (2007)). Please see our Privacy Policy. at 358. $46H$DrGHi`0I"DE$"J(aH! Oct. 14, 2021) (Stickles, J.) [Amended Complaint, 57]. A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. 85]. Id. Id. In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. Antares Capital Supports Wellspring Capital Management's Acquisition of The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. In Cyrus II, the court also acknowledged that the Fourth Circuit has found otherwise and determined that state choice of law rules should be used in bankruptcy cases. 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. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. This approach has historically delivered returns well above inflation. And the best part of all, documents in their CrowdSourced Library are FREE. [Amended Complaint, 31]. The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. App'x 143 (4th Cir. 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. Therefore, the plaintiff argues that he is only required to establish constructive fraud. Wellspring Capital Management - Investments, Portfolio & Company Exits In April 2018, Prospect agreed to defer two quarters of cash interest payments. 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). Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. Wellspring Capital Management has acquired 38 organizations. [Amended Complaint, 49]. 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. Wellspring Capital Management is a leading private equity firm headquartered in New York. The Wellspring court was ruling on a motion to dismiss, and therefore accepted the plaintiffs somewhat barebones and perhaps self serving assertions as true and in the light most favorable to that plaintiff. 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 Court further notes that here, section 548 is not available to the plaintiff due to the timing of the transfers and the bankruptcy filings. REGISTRATION STATUS . The first and second causes of action are dismissed. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. Wellspring Capital Management Closes Fund VI at $1.415 Billion

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