wellspring capital management lawsuit

N.D.N.Y. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. 22-2003, 2023 WL 1098189 (3d Cir. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. [Amended Complaint, 31]. 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. 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 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. The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. 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. 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. Id. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. 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. New York law and South Carolina law differed as to whether such a transfer was permitted. Id. SEC / JURISDICTION. 90], Alexander E. Carles [Docket No. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised 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. 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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 court addressed the dissent's finding, that the defendant's determination of the number of parking spaces was a matter of judgment or opinion and was therefore unactionable. 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. The origins of Wellspring Philanthropic Fund are shrouded. [Amended Complaint, 54]. 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. Id. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. 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. If you want your business to survive, you need to understand your-self. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. articles a month for anyone to read, even non-subscribers! For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. Posted By: Imright , 3/3/2023 9:31:52 PM. 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. Fund VI brings the firm's assets under management to more . The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. These emails may be a lot of things, but negligent misrepresentations they are not. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. Federal Rule of Bankruptcy Procedure 7012(b). at 613-14. 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. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. 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. Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. 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. Wellspring Capital Management is a leading private equity firm headquartered in New York. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: This site is for informational purposes only. Wellsprings objective is to bring partnership, experience and value creation to each investment. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir. D.S.C. to hinder, delay, or defraud either present or future 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. You can review interesting Flipbooks on my site. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. This article about a private equity or venture capital firm based in the United States is a stub. 987, 999-1000 (Bankr. D.S.C. January 12, 2022 Home; About Us; Investment Approach. Phone: 650 729-8626. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Adversary Proceeding No. 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). 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. Certain state securities regulatory authorities have similar exemptions based on . 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. 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 Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. Law360 takes your privacy seriously. 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. As part of the debt management process, it said it would close 375 of its 1,300 stores. at 382. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. 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. The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. An actual fraudulent conveyance is any "conveyance made . Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . 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. 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. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. 915 0 obj <> endobj 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. v. Holmes (In re Holmes), 610 B.R. 3d 341, 357 (D.S.C. Copyright 2023 Ropes & Gray LLP. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. Investment Approach Target Investments Wellspring's objective is to acquire or invest in companies that are well-positioned to capitalize on change and can benefit from Wellspring's operating and financial expertise. Haynsworth Sinkler Boyd, P.A. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). 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. Wellspring Capital Management. hXO8WtVH,~W"I/ {;N7'0HAA0%`Ih5L!p! 2100 Geng Road, Suite 210 Palo Alto, CA 94303. Reputation Management. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. 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. Id. Therefore, the plaintiff argues that he is only required to establish constructive fraud. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. We charge a minimal base fee and the rest is performance fees we generate for clients and not on the amount of capital clients allocate. Id. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. 93], and Bradley Johnson [Docket No. Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. New York law requires insolvency at the time of the transfer, and South Carolina law requires insolvency both at the time of the transfer, and at the time the creditor seeks to collect the debt. 598, 614 (Bankr. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Consumers want to see how a business took care of business. at 382. 89], Charles E. Walker, Jr. [Docket No. 2022 Wellspring Capital Management Group LLC |. 2009). Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. You can help Wikipedia by expanding it. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . 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. Id. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, 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. 3d 473, 506 (S.D.N.Y. 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. Please see our Privacy Policy. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. 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. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States at 385. Tex. The plaintiff's first and second causes of action are based on 11 U.S.C. There are different definitions of insolvency. 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. 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. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. After the defendants filed replies, the Court held a hearing on June 18, 2020. App'x 143 (4th Cir. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. . 85]. 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. 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. Id. Investment Philosophy; Target Investments; Portfolio The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. Sav. The middle-market private equity firm invests in companies with strong business . WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. These emails can hardly be considered negligent misrepresentations. 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 Capital Management LLC operates as a private equity firm. At the conclusion of the hearing, the Court took the motions under advisement. 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. 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.