at 382. Jan. 25, 2016) (alteration original). Id. S.D. Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 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 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." 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 Wellspring Defendants asserted all of these arguments and also asserted failure to state a claim under section 550 against certain defendants. Prior results do not guarantee a similar outcome. 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. The amended complaint is dismissed. 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. $46H$DrGHi`0I"DE$"J(aH! . to hinder, delay, or defraud either present or future creditors." W.D. Id. 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). Tex. 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. 19-80071-DD (Bankr. Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. 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. Charles E. Walker, Jr. argued in support of dismissal due to lack of a triggering creditor based on Prospect's secured status, failure to state a claim under New York law due to lack of insolvency, on equity grounds because Prospect failed to obtain a personal guaranty from Mr. Walker and because the distributions were specifically contemplated by the loan transaction, and due to failure to state a claim for fraudulent conveyance under South Carolina law. R. Civ. R. Civ. at 613-14. 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. with actual intent . All rights reserved. 2005)). The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. Exempt Reporting Advisers ("ERA") are investment advisers that are not required to register as investment advisers because they rely on certain exemptions from registration under sections 203 (l) and 203 (m) of the Investment Advisers Act of 1940 and related rules. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. There are also no allegations concerning expenses. 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. Id. Fax: 877 376-7003. Use tab to navigate through the menu items. 3d 473, 506 (S.D.N.Y. Law360 takes your privacy seriously. We have interesting videos for you to watch on my site. When typing in this field, a list of search results will appear and be automatically updated as you type. Va. Mar. Mr. Friedman filed an amended complaint the same day. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. 2018) (distinguishing cases where the courts dismissed negligent misrepresentation claims based on "puffery" or founded solely on speculative statements regarding future profits as a result of proposed transactions, and finding that the misrepresentations at issue were actionable because they involved present facts). Wellspring Capital Management is a leading private equity firm headquartered in New York. Wellsprings objective is to bring partnership, experience and value creation to each investment. The firm's objective is to . The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. 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. 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. The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). See Sheehan v. Saoud, 650 Fed. at 385. 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. Shoe designer and creative Salehe Bembury takes us on a journey from his childhood growing up in Manhattan, to an invaluable degree in industrial design, to working with some of the biggest names in fashionbefore breaking off to make his own name. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. 598, 614 (Bankr. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. Wellspring Capital Management is a leading private equity firm headquartered in New York. Defendant Bernard Ziomek is in default in this matter. Wellspring Capital Management, LLC; Wellspring Cap. This is the best way to manage and repair your business reputation. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. The firm's objective is to bring partnership, experience and value creation to each investment. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. Importantly, however, the Wellspring court declined to dismiss the litigation trusts duty of loyalty claim, stating on a cursory basis that Drawing all inferences in favor of the Trustee, the Complaint contains sufficient allegations that the D&O Defendants breached their duty of loyalty regarding the Failed Out of Court Restructuring. Id. As part of the debt management process, it said it would close 375 of its 1,300 stores. Wellspring also rejected in cursory fashion the defendants argument that it is not necessarily a breach . The Debtors in the bankruptcy cases, pending in the District of Delaware, are SportCo Holdings, Inc.; Ellett Brothers, LLC; United Sporting Company, Inc.; Bonitz Brothers, Inc.; Evans Sports, Inc.; Jerry's Sports, Inc.; Outdoor Sports Headquarters, Inc.; Quality Boxes, Inc.; and Simmons Guns Specialties, Inc. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. 91], Andrew Kupchik [Docket No. 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. See Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. In 2010, Bain Capital acquired the company for US$1.8 billion. At Wellspring we pride ourselves on client service. 2007) (citations omitted). Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. %PDF-1.5 % The origins of Wellspring Philanthropic Fund are shrouded. In Fall 2018, SportCo Holdings, Inc. (SportCo) was facing severe financial distress. It identifies undervalued companies whose share price does not properly reflect the true value of the business. A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. 609, 614 (Bankr. A customer lawsuit filed earlier this month against Sequoia, Paradigm, and Thoma Bravo, alleges these funds gave an "air of legitimacy" to FTX andvia their hundreds of millions in funding and. 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. 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. 8h`6$67Xn@,`& 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. Wellspring Capital and the D&O Defendants grossly and recklessly mismanaged the business and carried out their respective roles in a manner that was devoid of reasonable inquiry and diligence in dereliction of their fiduciary duties to Prospect as a creditor of the increasingly insolvent enterprise. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. [Amended Complaint, 32]. Password (at least 8 characters required). Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. 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. WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. 915 0 obj <> endobj WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. 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. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. 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. Angel, Fund of Funds, Venture Capital), General contact email for the organization. your most valuable capital, your ultimate resource. As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. If our offering sounds like something you would like to discuss, please get in touch on any of our contact details or the form below. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. Designed By BM Designs. 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. 930 0 obj <>/Filter/FlateDecode/ID[<6781EE974E7B2C4D9274E8F359D28E60>]/Index[915 48]/Info 914 0 R/Length 80/Prev 600062/Root 916 0 R/Size 963/Type/XRef/W[1 2 1]>>stream The middle-market private equity firm invests in companies with strong business . . In this process, SportCo initially exchanged a term sheet with certain of its lenders in early November 2018 and allegedly reached an agreement in principle in late December 2018. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. 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. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . 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. The firm's objective is to bring partnership, experience and value creation to each investment. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. Why is this public record being published online? 91], F. Hewitt Grant [Docket No. 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. 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. This article about a private equity or venture capital firm based in the United States is a stub. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. 92], Todd Boehly [Docket No. 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. at 358. 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. 24. These emails may be a lot of things, but negligent misrepresentations they are not. The firm's objective is to bring partnership, experience and value creation to each investment. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. The first and second causes of action are dismissed. 112]. Public Records Policy. 1985). from 8 AM - 9 PM ET. @S1 $82N+ZJ | at 385. By teaming up with strong management, Wellspring is able to unlock underlying value and Note: This site is for informational purposes only. Hiding negative complaints is only a Band-Aid. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). A finding that Prospect is a preexisting creditor compels the same result. And the best part of all, documents in their CrowdSourced Library are FREE. Copyright 2023 Ropes & Gray LLP. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. Type: Company - Private. Wellspring targets investments with the following characteristics: Sounds like a tidy deal at year end [2017] made a lot of sense." We look forward to hearing from you. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. The complaint must provide more than mere "labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Designed By, https://www.wellspringcapital.co.uk/disclaimer. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. For the reasons set forth below, under the law of either state, the plaintiff's first and second causes of action must be dismissed. Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. Fund VI brings the firm's assets under management to more . Finally, one place to get all the court documents we need. 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. Adversary Proceeding No. 987, 999-1000 (Bankr. 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. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, 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. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. Munich, by far the largest city in southern Germany, lies about 30 miles (50 km) north of the edge of the Alps and along the Isar River, which flows through the middle . 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. In considering what choice of law provisions to apply, the Fourth Circuit stated: The Court notes that there is a specific fraudulent conveyance section of the Bankruptcy Code. Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. 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." Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t ";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL The plaintiff's first and second causes of action are based on 11 U.S.C. If you want your business to survive, you need to understand your-self. The defendants' remaining arguments need not be addressed. Fed. 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. 'Ov}b0. About Wellspring Capital Management Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $4.4 billion of private equity capital. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. Cancellation and Refund Policy, Privacy Policy, and
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