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Cases involving other matters not classified elsewhere, 890, 1890, 1990, 2890, 2899, 2999, 3375, 3890, 3896, 3899, 3999, 4890, 4896, 4999, Wellspring Capital Management, LLC; Wellspring Cap v. Barry, III et al. By teaming up with strong management, Wellspring is able to unlock underlying value and pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. 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. 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. This article about a private equity or venture capital firm based in the United States is a stub. 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 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. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. 598, 614 (Bankr. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. The Court now issues this order, granting the motions to dismiss for the reasons set forth below. 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. . The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. Id. @S1 $82N+ZJ | 24. 1996)). The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. [Amended Complaint, 32]. York Capital Management Feb 2021 - Present2 years 1 month New York, New York, United States Wellspring Capital Management LLC 13 years 5 months Partner Dec 2016 - Dec 20204 years 1 month. The amended complaint 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." 2007) (citations omitted). A constructive fraudulent conveyance exists under New York law if the conveyance was made without fair consideration and "(1) the transferor is insolvent or will be rendered insolvent by the transfer in question; (2) the transferor is engaged in or is about to engage in a business transaction for which its remaining property constitutes unreasonably small capital; or (3) the transferor believes that it will incur debt beyond its ability to pay." By teaming up with strong management, Wellspring is able to unlock underlying value and. 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. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. 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. Founded in 1995, Wellspring invests anywhere . Id. This is the best way to manage and repair your business reputation. [Amended Complaint, 57]. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. 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. Specifically, Mr. Carles and Mr. Johnson represented to Prospect that a purchase of AcuSport would result in: (1) Debtors' capturing 20 to 30 percent of AcuSport sales; (2) Acquisition of $14 million worth of AcuSport's inventory at a significant discount; and (3) Realization of an immediate $7 million profit from the sale of the inventory acquired in the purchase. Copyright 2023 Ropes & Gray LLP. 2d 317 (S.D.N.Y. This approach has historically delivered returns well above inflation. 987, 999-1000 (Bankr. 89], Charles E. Walker, Jr. [Docket No. If you do not agree with these terms, then do not use our website and/or services. [Amended Complaint, 49]. Aug. 27, 2020). The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). 90], Alexander E. Carles [Docket No. 401(k)/403(b) Plan Litigation Risk Management, Analytics & Behavioral Science Consulting (R&G Insights Lab), Committee on Foreign Investment in the United States (CFIUS), E-Discovery, Discovery Strategies & Data Analytics, Executive Compensation & Employee Benefits, Government Enforcement / White Collar Criminal Defense, Life Sciences Licensing, Collaborations & Joint Ventures, The Music Stops on the Texas Two-Step: Third Circuit Dismisses LTL Bankruptcy Case. Wellspring, 2021 WL 4823513, at *10. Twitter Revenue, Earnings Fell About 40% in December, WSJ Says, John Malone andCharter Directors Agree to $87.5 Million Settlement, China E-Commerce Giant JD Set for $1.4 Billion Discount Spree, Between Rounds of Golf, Trumps Searching for the Perfect DeSantis Diss, Your Saturday UK Briefing: Sunak Chalks Up a Win as the Budget Looms, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61, The Exhibit Reality TV Show PittingArtist Against ArtistIs No Masterpiece. GitHub export from English Wikipedia. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. 1985). at 382. Fund VI brings the firm's assets under management to more than $4.4 billion. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. . The court considered whether the plaintiff had proved the tort of innocent misrepresentation. The firm's objective is to bring partnership, experience and value creation to each investment. 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. (Compl. 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. There are also no allegations concerning expenses. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. R. Civ. Wellsprings objective is to bring partnership, experience and value creation to each investment. All rights reserved. (Wellspring). Jan. 25, 2016) (alteration original). Over $134 million of the loan proceeds were used to fund distributions to Wellspring Capital Partners, WCM GenPar IV, L.P., WCM GenPar IV GP, LLC, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik (collectively, the "Transferee Defendants"). Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. Phone: 650 729-8626. Type: Company - Private. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." . Div. Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. Industry: Investment & Asset Management. 91], Andrew Kupchik [Docket No. 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. 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. The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. 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 Firm takes pride in its ability to marshal its resources quickly and focus on the issues that matter, resulting in speed and certainty during the acquisition process. 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. Prior results do not guarantee a similar outcome. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. By teaming up with strong management, Wellspring is able to unlock underlying value and "[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.'" We work with successful motivated individuals to help them achieve their investment and wealth management objectives. The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." 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 CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Menu Home; Rankings. Id. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: This site is for informational purposes only. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. 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. Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States Wellspring Capital Management, LLC; Wellspring Cap. 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. Musk Made a Mess at Twitter. Angel, Fund of Funds, Venture Capital), General contact email for the organization. 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. Fax: 877 376-7003. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . Defendant Bernard Ziomek is in default in this matter. 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. We are motivated and incentivised to succeed. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. 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. There are different definitions of insolvency. Mr. Friedman filed an amended complaint the same day. The firms objective is to bring partnership, experience and value creation to each investment. 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. (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 . Their most recent investment was on Jan 1, 2020, when Steele Solutions raised These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. Law360 provides the intelligence you need to remain an expert and beat the competition. Bloomberg View columnist Barry Ritholtz looks at the people and ideas that shape markets, investing and business. 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. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. 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. 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. Our tight-knit culture enables transparent oversight and a streamlined decision-making process. 915 0 obj <> endobj The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. If you want your business to survive, you need to understand your-self. Wellspring Capital Management is a leading private equity firm headquartered in New York. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. Please see our Privacy Policy. A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. SEC / JURISDICTION. at 613-14. Wellspring Capital Management LLC operates as a private equity firm. 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. REGISTRATION STATUS . R. Civ. 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. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). Financial terms of the transaction were not disclosed. 1991) (unpublished table decision). to hinder, delay, or defraud either present or future creditors." Haynsworth Sinkler Boyd, P.A. 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 The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. 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. See Sheehan v. Saoud, 650 Fed. In the legal profession, information is the key to success. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. D.S.C. 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. Will Others Follow? Oct. 14, 2021) (Stickles, J.) Wellsprings facts, as alleged, are fairly straightforward. Why is this public record being published online? 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. Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 View contacts for Wellspring Capital Management to access new leads and connect with decision-makers.