WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. NEW YORK, Jan. 10, 2018 /PRNewswire/ -- Wellspring Capital Management LLC ("Wellspring") today announced the successful closing of Wellspring Capital Partners VI L.P. ("Fund VI") with capital commitments totaling the hard cap of $1.415 billion. Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. 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. We have interesting videos for you to watch on my site. The defendants' motions to dismiss are granted. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . When typing in this field, a list of search results will appear and be automatically updated as you type. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. v. Holmes (In re Holmes), 610 B.R. PDF In the United States Bankruptcy Court for The District of Delaware Home; About Us; Investment Approach. Will His AI Plans Be Any Different? Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. View Videos. 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. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. Your livelihoodand your sanitydepend . 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. Designed By BM Designs. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. with actual intent . Our tight-knit culture enables transparent oversight and a streamlined decision-making process. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). 20-50554, 2021 WL 4823513 (Bankr. hbbd``b`u@IHEX 3X "2A`V @B'Hl``bdV8 2h
App'x 143 (4th Cir. D.S.C.
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). This is the best way to manage and repair your business reputation. 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. Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit at 382. at 385. 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. 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. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. See Scheidelman v. Henderson (In re Henderson), 423 B.R. Id. 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. Fund VI brings the firm's assets under management to more than $4.4 billion. Wellspring Capital Management Investor Profile: Portfolio & Exits The Wellspring ruling was not appealed, nor has any trial occurred on this matter. 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. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. Wellspring Capital Management - Crunchbase Salaries posted anonymously by Wellspring Capital Management employees. 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. This approach has historically delivered returns well above inflation Our clients 92], Todd Boehly [Docket No. 2022 Wellspring Capital Management Group LLC |. Prior results do not guarantee a similar outcome. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. The portfolio manager is also a co-investor in the strategy. Seth Pearson - Managing Director - Private Equity - York Capital R. Civ. The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. Id. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. PDF Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. at 382. 91], Andrew Kupchik [Docket No. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . Wellspring Capital Management is a leading private equity firm headquartered in New York. After the defendants filed replies, the Court held a hearing on June 18, 2020. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. Phone: 650 729-8626. Federal Rule of Bankruptcy Procedure 7012(b). To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. 'Ov}b0. articles a month for anyone to read, even non-subscribers! 2d 520, 529 n.14 (E.D. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. 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. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. 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. [Amended Complaint, 32]. 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. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. 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. Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica 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. Wellspring Capital - Middle Market Private Equity The first and second causes of action are dismissed. 541, 546 (Bankr. Investment Philosophy; Target Investments; Portfolio Hiding negative complaints is only a Band-Aid. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. 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. The Court addresses in this order only those arguments that clearly mandate dismissal. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. 8h`6$67Xn@,`&
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 defendants filed separate motions. Wellspring Sues Insurers To Fight Claims It Tanked Gun Seller 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." 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. Accordingly, Wellspring did not find that the defendants in fact breached their duties, but rather held that the plaintiff, a litigation trust, had asserted a viable claim that could proceed to a trier of fact. Why is this public record being published online? Time to Read: 6 minutes
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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 firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. 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. By teaming up with strong management, Wellspring is able to unlock underlying value and. 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. Lawsuit: Wellspring CEO Told - Institutional Investor [cV3ljHkT/bx
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It identifies undervalued companies whose share price does not properly reflect the true value of the business. Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. 1991) (unpublished table decision). 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. Founded in 1995, Wellspring invests anywhere . REGISTRATION STATUS . A former Wellspring Capital Management employee filed a lawsuit against the son of Wellspring chief executive Bill Dawson, alleging that he raped her and that Bill Dawson threatened to. @S1 $82N+ZJ | 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. 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. . Password (at least 8 characters required). 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 $280 million to the Borrowers. The plaintiff relies on the fact that Ellett was unable to pay the debt owed to Prospect at the time that it had to be paid in full; however, this is not the only relevant point in time.
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`a$b6? The defendants argue that Prospect is a subsequent creditor, because it had knowledge of and approved of the distributions prior to them being completed.