Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . Tex. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. 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. Wellspring Sues Insurers To Fight Claims It Tanked Gun Seller Public Records Policy. 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. 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). 89], Charles E. Walker, Jr. [Docket No. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. At Wellspring we pride ourselves on client service. The firm's objective is to bring partnership, experience and value creation to each investment. Wellspring Capital Management LLC - Dun & Bradstreet 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). They are simply not statements of preexisting fact that were false when made. 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. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . 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. Id. R. Civ. The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. Adversary Proceeding No. 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. Wellspring also rejected in cursory fashion the defendants argument that it is not necessarily a breach . 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." UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. . 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." As discussed in Cyrus II, the Fourth Circuit has stated that a bankruptcy court should apply the choice of law rules of the state in which it sits. WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. at 382. You can review interesting Flipbooks on my site. Private equity firm Wellspring Capital Management LLC on Friday hit a slew of its insurers with a suit in New York state court alleging they must defend it against claims that it plundered . 1999)). S.D. Over $134 million of the loan proceeds were used to fund distributions to Wellspring Capital Partners, WCM GenPar IV, L.P., WCM GenPar IV GP, LLC, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik (collectively, the "Transferee Defendants"). Lawsuit: Wellspring CEO Told - Institutional Investor endstream endobj startxref All rights reserved. [cV3ljHkT/bx @A,20p1 ks 1984) for the proposition that under New York law, opinions are actionable in a negligence context. Password (at least 8 characters required). 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. to hinder, delay, or defraud either present or future creditors." Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. 70% of dealmakers say that investment managers share culpability for Industry: Investment & Asset Management. Prior results do not guarantee a similar outcome. July 5, 2017). 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. [Amended Complaint, 51]. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. Certain state securities regulatory authorities have similar exemptions based on . The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. Type: Company - Private. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . Id. Business Restructuring, 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. Cancellation and Refund Policy, Privacy Policy, and New York law regarding third party beneficiaries provides: With respect to South Carolina's choice of law analysis, South Carolina conflict of law principles provide that "the substantive law governing a tort action is determined by the state in which the injury occurred." [Amended Complaint, 93]. Consumers want to see how a business took care of business. [Amended Complaint, 57]. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. What happened to Birchbox? | Retail Dive Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 6. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. The middle-market private equity firm invests in companies with strong business . 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. 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. Sav. By teaming up with strong management, Wellspring is able to unlock underlying value and Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. Reputation Management. See Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. at 385. SaaS, Android, Cloud Computing, Medical Device), Where the organization is headquartered (e.g. Friedman v. Wellspring Capital Mgmt. (In re Sportco Holdings) Angel, Fund of Funds, Venture Capital), General contact email for the organization. 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. The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. 8h`6$67Xn@,`& Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. & 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 LLC - Company Profile and News Revenue: $500 million to $1 billion (USD) Competitors: Unknown. 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. Id. 19.)1. Id. 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. This approach has historically delivered returns well above inflation Our clients 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. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. Wellspring Capital Management has acquired 38 organizations. 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. 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. Particularly where negotiations may involve releases, indemnification, or similar provisions, be advised that the ever-present tendency for counterparties to exercise 20/20 hindsight is fully in effect. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. 91], F. Hewitt Grant [Docket No. Wellspring Capital Management Acquires Cadence Petroleum Group Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 544 and 550 and S.C. Code 27-23-10; (2) avoidance and recovery of fraudulent transfers by SportCo against the Transferee Defendants pursuant to 11 U.S.C. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. Otherwise you cannot get paid." P. 12(b)(6). 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. 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 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 . 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. articles a month for anyone to read, even non-subscribers! [Amended Complaint, 31]. 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 continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. Jan. 25, 2016) (alteration original). Id. Wellspring Capital Management Company Profile | Management and 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. Wellspring Capital Management Acquires Steele Solutions, Inc. This article about a private equity or venture capital firm based in the United States is a stub. Wellspring Capital Management Fund Manager Website www.wellspringcapital.com Fund Category Private Equity Close Date 0000-00-00 Fund Family Wellspring Capital Partners Native Currency USD Fund Manager's Location 605 Third Avenue 44th Floor New York, NY 10158 United States +1 (212) 000-0000 Fund Domiciles Canada 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. 2005)). Haynsworth Sinkler Boyd, P.A. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. hXO8WtVH,~W"I/ {;N7'0HAA0%`Ih5L!p! 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. IAPD - Investment Adviser Public Disclosure - Homepage For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. Founded in 1995, Wellspring invests anywhere . You can help Wikipedia by expanding it. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. 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. at 321. The firm's objective is to bring partnership, experience and value creation to each investment. You have to know whats happening with clients, competitors, practice areas, and industries. Wellspring Capital Management is a leading private equity firm headquartered in New York. 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 defendants argue that Prospect is a subsequent creditor, because it had knowledge of and approved of the distributions prior to them being completed. D. Del. Fund VI brings the firm's assets under management to more than $4.4 billion. 598, 614 (Bankr. Nor is it necessary for the Court to decide whether New York or South Carolina law applies under South Carolina's choice of law principles. The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. Salaries posted anonymously by Wellspring Capital Management employees. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. The portfolio manager is also a co-investor in the strategy. And the best part of all, documents in their CrowdSourced Library are FREE. They were not statements of presently existing fact. We look forward to hearing from you. The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. 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. 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. Law360 provides the intelligence you need to remain an expert and beat the competition. Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica D.S.C. 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. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. My company, Asia Marketing and Management, has global ambitions but consists largely of me and the intelligence, experience, contacts, and per-sonality I bring to my clients . The defendants filed separate motions. 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. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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." See Scheidelman v. Henderson (In re Henderson), 423 B.R. . Wellspring Capital Management Group LLC ("Wellspring"), a New York-based private equity firm, announced that on May 29, 2020, it closed the acquisition of Steele Solutions, Inc. ("SSI" or the "Company"), a value-add supplier into the industrial automation sector. PDF Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit 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. Financial terms of the transaction were not disclosed. Practices: This approach has historically delivered returns well above inflation. at 382. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. 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. Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis They are not actionable. Even among California Democrats, Newsom is still in the negatives, with 54% wanting him to sit out in 2024 and only 35% wanting him to run. Copyright 2023 Ropes & Gray LLP. Wellspring Capital Acquires SupplyOne | Markets Insider In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. CDI's smaller Atlanta peer said to weigh sale in '18. REGISTRATION STATUS. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. 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. 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. 609, 614 (Bankr. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. hbbd``b`u@IHEX 3X "2A`V @B'Hl``bdV8 2h A finding that Prospect is a preexisting creditor compels the same result. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. 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. hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . We are motivated and incentivised to succeed. Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. 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. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: This site is for informational purposes only. %PDF-1.5 %