The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. Musk Made a Mess at Twitter. 2021 by wellspring capital Management. For the reasons set forth above, the first, second, and third causes of action set forth in the plaintiff's amended complaint fail to state claims for which relief can be granted. Aug. 27, 2020). Despite that agreement in principle, it was alleged in relevant part that: Unable to agree on the release and indemnification issue, SportCos out-of-court restructuring failed, and SportCo defaulted on its funded debt shortly thereafter. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. 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). By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, 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. 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." Prior results do not guarantee a similar outcome. You have to know whats happening with clients, competitors, practice areas, and industries. The plaintiff responds that Prospect is a preexisting creditor because the distributions were not made until after Prospect became a creditor when the Loan Agreements and the Amendments were signed. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. 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. 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. The elements of a negligent misrepresentation claim under New York law are: The plaintiff also cites King County, Washington v. IKB Deutsche Industriebank, 863 F. Supp. However, whether a fraudulent conveyance action is characterized as a tort action is unsettled. 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. An actual fraudulent conveyance is any "conveyance made . (Compl. ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t ";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." View Videos. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 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." Many of the facts underlying the Wellspring decision are neither unique nor unusual. 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. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. 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. Active, Closed, This describes the type of investor this organization is (e.g. Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. Public Records Policy. 544(b). Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. When typing in this field, a list of search results will appear and be automatically updated as you type. 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 Haynsworth Sinkler Boyd, P.A. at 382. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. Home; About Us; Investment Approach. Middle Market Private Equity. 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. The defendants filed separate motions. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . The. The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. Va. June 8, 2011) (acknowledging that Maryland law is not clear regarding whether a fraudulent conveyance action sounds in tort, but concluding that "given that the gravamen of the fraudulent conveyance claim is the wrongfulness of the conveyance and the injury to the creditor, rather than balancing equities or fairness, it is appropriate to conclude that fraudulent conveyance claims sound in tort. New York law prohibits both actual and constructive fraudulent conveyances. Posted By: Imright , 3/3/2023 9:31:52 PM. 22-2003, 2023 WL 1098189 (3d Cir. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. 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. Certain state securities regulatory authorities have similar exemptions based on . 2d 317 (S.D.N.Y. The amended complaint is dismissed. There are also no allegations concerning expenses. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. e""8*&B [Amended Complaint, 49]. 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. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States King County, 863 F. Supp.2d at 318. Sec'y of State for Def. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. Salaries posted anonymously by Wellspring Capital Management employees. 2d 520, 529 n.14 (E.D. 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 has the flexibility to complete transactions ranging from $100 million to as much as $1.5 billion in total value in a wide range of industries. Over the past 20 years, Wellspring has invested in over 35 platform investments across . Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. The Court now issues this order, granting the motions to dismiss for the reasons set forth below. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. We are taking this matter very seriously, and have launched an immediate internal investigation, Jeffrey Gould, Wellsprings head of marketing and investor relations, told investors last week in a note seen by Bloomberg News. 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. We are motivated and incentivised to succeed. at 321. 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. 962 0 obj <>stream Id. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. 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). . $46H$DrGHi`0I"DE$"J(aH! Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. 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. 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. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . 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. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Attorney advertising. 1999)). 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. Reputation Management. The defendants argue that Prospect is a subsequent creditor, because it had knowledge of and approved of the distributions prior to them being completed. W.D. We believe that this breadth and depth of experience enables the team to efficiently evaluate and complete acquisition opportunities across a broad range of industries. 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.