W.D. The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." 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. with actual intent . 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. 987, 999-1000 (Bankr. 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. 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. D.S.C. Investments Number of Investments 2 Wellspring Capital Management has made 2 investments. Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. New York law and South Carolina law differed as to whether such a transfer was permitted. San Francisco Bay Area, Silicon Valley), Operating Status of Organization e.g. 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. 19-80071-DD (Bankr. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. 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. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. 1999)). Please see our Privacy Policy. WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. Industry: Investment & Asset Management. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. Attorney advertising. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. 0 Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. Over the past 27 years, Wellspring has invested in over 50 platform investments and completed over 80 add-on acquisitions across various segments of the U.S. and global economies. R. Civ. The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. 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. At Wellspring we pride ourselves on client service. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). 22-2003, 2023 WL 1098189 (3d Cir. Active, Closed, This describes the type of investor this organization is (e.g. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. 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. Sounds like a tidy deal at year end [2017] made a lot of sense." In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . Wellspring CEO takes leave after explosive rape allegations against his son from 8 AM - 9 PM ET. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. A social media content creator signed an agreement with Birchbox in May of 2022 and hadn't been paid the $2,500 due as of Jan. 24, despite several emails to the company. Wellspring Capital Management, LLC; Wellspring Cap. 8h`6$67Xn@,`& 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 The firm's objective is to bring partnership, experience and value creation to each investment. Christopher Dawson: 5 Fast Facts You Need to Know - Heavy Trump legal team requests six-month delay in New York civil lawsuit D. Del. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. Try our Advanced Search for more refined results. Tex. Litigation. hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 Finally, in West Side Fed. Section 544(b) states: The defendants' motions assert numerous arguments in support of the assertion that the Court must dismiss the plaintiff's causes of action. 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 defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). 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. 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. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. This Supreme Court Case Could Redefine Crime, YellowstoneBackers Wanted to Cash OutThen the Streaming Bubble Burst, How Countries Leading on Early Years of Child Care Get It Right, Female Execs Are Exhausted, Frustrated and Heading for the Exits, No Major Offer Expected on Childcare in UK Budget, Biden Gives Medal of Honor to Trailblazing Special Forces Member, Climate Change Is Launching a MutantSeed Space Race, UK Braces for Rare Weather Event That Risks Late-Winter Freeze, This Former Factory Is Now New Taipeis Edgiest Project, What Do You Want to See in a Covid Memorial? 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. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. We look forward to hearing from you. In 2008, Wellspring Capital, through its fund Wellspring Capital Partners, acquired Ellett. Financial terms of the transaction were not disclosed. articles a month for anyone to read, even non-subscribers! 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. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. 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. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. Even California Democrats don't want Newsom to run for president The amended complaint does not allege that either Ellett or SportCo was insolvent at the time of the transfer or became insolvent as a result of the transfer. 112]. GitHub export from English Wikipedia. At the conclusion of the hearing, the Court took the motions under advisement. 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. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. Musk Made a Mess at Twitter. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. Law360 may contact you in your professional capacity with information about our other products, services and events that we believe may be of interest.Youll be able to update your communication preferences via the unsubscribe link provided within our communications.We take your privacy seriously. 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. 1001 to 5000 Employees. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . 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. Bloomberg View columnist Barry Ritholtz looks at the people and ideas that shape markets, investing and business. Wellspring Philanthropic: An Ocean of "Dark Money" on the Left Designed By BM Designs. 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. In considering whether to grant a motion to dismiss under Rule 12(b)(6), the court may take judicial notice of matters of public record and may consider documents attached to the complaint and the motion to dismiss, "so long as they are integral to the complaint and authentic." Innovative Custom Brands, Inc. v. Minor, 2016 WL 308805, at *2 (S.D.N.Y. 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). 544(b). The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. 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. 1991) (unpublished table decision). Id. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. A former Wellspring Capital Management employee filed a lawsuit against the son of Wellspring chief executive Bill Dawson, alleging that he raped her and that Bill Dawson threatened to. The emails, often using colorful language and harassing tones, essentially represent to Prospect that if the AcuSport transaction is not completed, Prospect will not get paid on its obligations. Wellspring Capital Management Acquires Steele Solutions, Inc. 19.)1. .JFY+h!Hkw;s"$ 4AuF~!D =j]4z*g7i>B 1NEDm @@,!ptz"Br}-rh>wI }9.&>5/n2n/OefX Id. at 382. While property interests are defined by state law in the absence of a compelling federal interest, the Court would look to the Bankruptcy Code in making a determination of whether property is property of the estate under section 541. 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. 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 Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. 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. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. 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. Pentec Health Inc. Acquired by Wellspring Capital Management Read More Key Principal: William Dawson Junior See more contacts Industry: Management investment, open-end Printer Friendly View Address: 605 3RD Ave FL 44 New York, NY, 10158-0011 United States See other locations Phone: Website: www.wellspringcapital.com Employees (this site): Actual Id. Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. Blackstone to Acquire Tradesmen International from Wellspring Capital The defendants' motions to dismiss are granted. They are not actionable. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. 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. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. We have interesting videos for you to watch on my site. Description. Id. Certain state securities regulatory authorities have similar exemptions based on . 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. to hinder, delay, or defraud either present or future creditors." P. 12(b)(6). 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. Wellspring Capital Partners VI Profile: Investments & Returns | PitchBook About Us - Wellspring Capital It identifies undervalued companies whose share price does not properly reflect the true value of the business. 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. Id. This approach has historically delivered returns well above inflation. Wellsprings objective is to bring partnership, experience and value creation to each investment. The defendants' remaining arguments need not be addressed. Ashmore for Wilson v. Dodds, 262 F. Supp. 541, 546 (Bankr. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. Mr. Friedman filed an amended complaint the same day. 915 0 obj <> endobj Ellett used $54,860,549.74 of the First Amendment loan proceeds to fund distributions to the Transferee Defendants. Please Update this case to get latest docket information. . Adversary Proceeding No. 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. 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. 1988) (adopting rule from Klaxon Co. v. Stentor Electric Manufacturing Co., 313 U.S. 487 (1941) stating that a federal court sitting in diversity should apply the choice of law rules of the state in which it sits). Law360 takes your privacy seriously. Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Wellspring is a cautionary tale for the fiduciaries of a distressed or potentially distressed corporationparticularly with respect to negotiations around release and/or indemnification provisions for those same fiduciaries. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. 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. However, the garage actually had only 402 parking spaces. Total number of employee profiles an organization has on Crunchbase, Total number of Crunchbase contacts associated with this organization, Descriptive keyword for an Organization (e.g. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. Middle Market Private Equity. Consumers want to see how a business took care of business. S.D. Sec'y of State for Def. Sav. 89], Charles E. Walker, Jr. [Docket No. Broker-Dealers Business & Commercial Litigation Business Restructuring California Consumer Privacy Act Capital Markets Capital Solutions & Private Credit Charitable Foundations China Life Sciences Committee on Foreign Investment in the United States (CFIUS) Consumer Protection and Advertising Law Corporate & Securities Litigation 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. 1985). Already a subscriber? Their most recent investment was on Jan 1, 2020, when Steele Solutions raised 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. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. Wellspring Capital Management Salaries - Glassdoor 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. The company will explode Rich!" [cV3ljHkT/bx @A,20p1 ks After the defendants filed replies, the Court held a hearing on June 18, 2020. Finally, one place to get all the court documents we need. Jan. 25, 2016) (alteration original). Use tab to navigate through the menu items. This is the best way to manage and repair your business reputation. Oil Producers Hand $128 Billionto Investors as Doubts Grow About Future of Fossil Fuels, Your Saturday Briefing: Trumps Comeback Plan, Wall Street Whistles Away, British Parents Turn to Home Equity to Help Young Buy Property, Japanese Unions Seek Biggest Pay Rise in 25 Years for Workers, Sorry, Fed, Most US Mortgage Rates Were Locked In During Pandemic Lows, Italys CDP Is Nearing Offer for Telecom Italia Network. 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 plaintiff/litigation trust also asserted claims directly against Wellspring Capital under an aiding and abetting theoryi.e., asserting that Wellspring Capital itself aided and abetted the SportCo Boards alleged fiduciary duty breaches. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. "To survive a motion to dismiss, 'a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face."'" New York law prohibits both actual and constructive fraudulent conveyances. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. . Id. The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Wellspring Capital Management is a leading private equity firm headquartered in New York. In the legal profession, information is the key to success. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. Wellspring Capital Management. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. 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. Id. endstream endobj startxref 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. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. Find More Contacts for Wellspring Capital Management, Edit Lists Featuring This Company Section, European Regulation Ushers In Global Future For Fundraising, Wellspring Capital Management Acquires Caring Brands International, Private Equity Firms with Investments in United States, Greater New York Area Investors with Funds Raised in 2017, Private Equity Firms with Investments in Asia. 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. Wellspring Capital Management LLC - Dun & Bradstreet Many of the facts underlying the Wellspring decision are neither unique nor unusual. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. Wellspring Capital Management Company Profile | Management and 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). 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. REGISTRATION STATUS. at 385. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. 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. In June 2019, SportCo and its subsidiaries (the "Debtors") filed chapter 11 bankruptcy cases in the United States Bankruptcy Court for the District of Delaware. 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. On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments. 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. 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. Id. %PDF-1.5 % Designed By, https://www.wellspringcapital.co.uk/disclaimer. Tenn. 1991); 11 U.S.C. The firms objective is to bring partnership, experience and value creation to each investment. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. Wellspring Capital Management - Investments, Portfolio & Company Exits An actual fraudulent conveyance is any "conveyance made . 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. January 12, 2022 Aug. 27, 2020). N.D.N.Y. The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. The plaintiff responds that the express terms of the choice of law provisions provide that the clause applies only to the parties to the Loan Agreements and the Amendments and that the defendants' indirect connection to the parties to the agreements, and the nature of their received benefit, a distribution, are not sufficient to render them third-party beneficiaries of the Loan Agreements and the Amendments.