From October 2017 to April 2018, Mr. Carles and Mr. Johnson sent numerous emails to representatives of Prospect, attempting to induce Prospect to agree to forego exercising its rights in the event of a default. Hiding negative complaints is only a Band-Aid. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. 8h`6$67Xn@,`& We see how Bembury is able to walk the line of business convention while taking his art to new heights, turning ordinary items into extraordinary footwear. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. Corporate Advocacy Program. 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. D.S.C. 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. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. [Amended Complaint, 37, 40]. 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. See Scheidelman v. Henderson (In re Henderson), 423 B.R. New York law and South Carolina law differed as to whether such a transfer was permitted. Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. 19.)1. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. Seth Pearson - Managing Director - Private Equity - York Capital Wellspring Capital Management Acquires Paragon Films 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. 89], Charles E. Walker, Jr. [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. 0 W.D. your most valuable capital, your ultimate resource. Id. The first and second causes of action are dismissed. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica Designed By, https://www.wellspringcapital.co.uk/disclaimer. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. After the defendants filed replies, the Court held a hearing on June 18, 2020. 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." These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. 112]. Wellspring Capital Management is a mega-sized private equity firm that focused on a variety of transaction situations. 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. Our tight-knit culture enables transparent oversight and a streamlined decision-making process. REGISTRATION STATUS . By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, [Amended Complaint, 49]. REGISTRATION STATUS. N.D.N.Y. 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. 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. At Wellspring we pride ourselves on client service. 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. 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. 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. We have interesting videos for you to watch on my site. 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. What happened to Birchbox? | Retail Dive at 613-14. Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. CDI's smaller Atlanta peer said to weigh sale in '18. Finally, in West Side Fed. at 382. 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. 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. 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. e""8*&B 20-50554, 2021 WL 4823513 (Bankr. The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. D. Del. Wellspring Capital, Mr. Carles, and Mr. Johnson were not insiders of AcuSport, and the amended complaint does not allege that they had any special knowledge or information about AcuSport that was not available to the public. The firm's objective is to bring partnership, experience and value creation to each investment. Sounds like a tidy deal at year end [2017] made a lot of sense." Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. 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. A finding that Prospect is a preexisting creditor compels the same result. 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. [Amended Complaint, 93]. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Wellspring targets investments with the following characteristics: hbbd``b`u@IHEX 3X "2A`V @B'Hl``bdV8 2h Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. Wellspring Capital Management LLC - Company Profile and News Investment adviser | Wellspring Capital Management Ltd | M25 0FX 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. 91], F. Hewitt Grant [Docket No. The defendants' remaining arguments need not be addressed. David R. Duncan US Bankruptcy Judge District of South Carolina. The firm's objective is to bring partnership, experience and value creation to each investment. Will Others Follow? 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. Wellspring Capital Management Salaries - Glassdoor *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? 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 plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket 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." 1001 to 5000 Employees. 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. SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. Judge opens door for bankruptcy blame suits - Axios 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. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. 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. 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. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. Blackstone to Acquire Tradesmen International from Wellspring Capital They are not actionable. When typing in this field, a list of search results will appear and be automatically updated as you type. The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners I Shall [Not] Be Released: Wellspring, Director Releases, and the Duty Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. Wellspring Capital Management - Investments, Portfolio & Company Exits See Sheehan v. Saoud, 650 Fed. 93], and Bradley Johnson [Docket No. at 358. All rights reserved. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. R. Civ. 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. Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. The portfolio manager is also a co-investor in the strategy. It identifies undervalued companies whose share price does not properly reflect the true value of the business. 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. The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. Id. (quoting Bell Atl. 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." Practices: Using a sophisticated network of for-profits, shell corporations, and consultancies, Wellspring has poured out an incredible $1.1 billion into nonprofits, most of which is hidden from prying eyes in donor-advised funds. Angel, Fund of Funds, Venture Capital), General contact email for the organization. [Amended Complaint, 31]. 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. Id. 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. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. Id. v. Holmes (In re Holmes), 610 B.R. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. Id. King County, 863 F. Supp.2d at 318. 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. These are high quality companies, essential to the national, regional, or global economy but whose fundamental qualities are underappreciated and undervalued by the market. Already a subscriber? 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. 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. 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. Wellspring, 2021 WL 4823513, at *10. 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. The firms objective is to bring partnership, experience and value creation to each investment. Christopher Dawson: 5 Fast Facts You Need to Know - Heavy Id. Ripoff Report | scalp-med complaints, reviews, scams, lawsuits and 598, 614 (Bankr. Wellspring Capital Management - Wikipedia 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. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. Wellspring Sues Insurers To Fight Claims It Tanked Gun Seller at 321. California Weighs $360,000 in Reparations to Eligible Black Residents. 1999)). Wellspring Capital Acquires Caring Brands International This approach has historically delivered returns well above inflation. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). The defendants argue that this cause of action must be dismissed because the alleged misrepresentations were forward-looking statements and opinions; therefore, they are not actionable and cannot form the basis for a negligent misrepresentation cause of action.