The defendants' remaining arguments need not be addressed. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. 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. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. Wellspring Capital Management has acquired 38 organizations. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. with actual intent . The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. 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. 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. A New York buyout baron has taken a leave of absence from his fund after an explosive lawsuit claimed last week that he threatened an ex-employee to keep quiet after she accused his son of raping her. King County, 863 F. Supp.2d at 318. Mr. Friedman was substituted as the plaintiff on January 10, 2020. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. The firms objective is to bring partnership, experience and value creation to each investment. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. 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. Over $134 million of the loan proceeds were used to fund distributions to Wellspring Capital Partners, WCM GenPar IV, L.P., WCM GenPar IV GP, LLC, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik (collectively, the "Transferee Defendants"). Total number of employee profiles an organization has on Crunchbase, Total number of Crunchbase contacts associated with this organization, Descriptive keyword for an Organization (e.g. %%EOF
In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. Wellspring buys PE-backed Center for Diagnostic Imaging [Amended Complaint, 54]. The case status is Pending - Other Pending. Fax: 877 376-7003. GitHub export from English Wikipedia. The amended complaint is dismissed. .JFY+h!Hkw;s"$
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}9.&>5/n2n/OefX The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. Please Update this case to get latest docket information. at 385. 19.)1. Cancellation and Refund Policy, Privacy Policy, and (Bloomberg) -- 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."We are taking this matter very seriously, and have launched an immediate internal investigation," Jeffrey Gould, Wellspring's head of marketing and investor . Corporate Advocacy Program. 1999)). "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."'" 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 firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. View Videos. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. E-mail: sandra@wellspring-cap.com; Videos. 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. 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). Phone: 650 729-8626. 1001 to 5000 Employees. Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. Instead, they may form the basis for a negligent misrepresentation claim if the party making the misrepresentation possesses some special expertise (by way of his job title or position, for example), or has some special knowledge about the particular fact that is allegedly misrepresented. At the conclusion of the hearing, the Court took the motions under advisement. The defendants' motions to dismiss are granted. 2d 317 (S.D.N.Y. See Scheidelman v. Henderson (In re Henderson), 423 B.R. Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis Antares Capital Supports Wellspring Capital Management's Acquisition of Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. Even California Democrats don't want Newsom to run for president Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. California Weighs $360,000 in Reparations to Eligible Black Residents. 92], Todd Boehly [Docket No. Consumers want to see how a business took care of business. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." . at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. D. Del. 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. 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. 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. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. 541, 546 (Bankr. 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. 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. 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. 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. @S1 $82N+ZJ |
1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. Angel, Fund of Funds, Venture Capital), General contact email for the organization. The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . Attorney advertising. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. Middle Market Private Equity. 85]. Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions. hb```e``jb`a`\ @1V h`2q:lp10qfaqB,X3s10iH(^t1 After the defendants filed replies, the Court held a hearing on June 18, 2020. Id. 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. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. 1994)). When it comes to helping companies that show promise, Wellspring Capital Management is overflowing with support. IAPD - Investment Adviser Public Disclosure - Homepage CDI's smaller Atlanta peer said to weigh sale in '18. 2022 Wellspring Capital Management Group LLC |. 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." The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. Lawsuit: Wellspring CEO Told - Institutional Investor A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. Many of the facts underlying the Wellspring decision are neither unique nor unusual. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. 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 Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States 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. At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners 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. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. They are simply not statements of preexisting fact that were false when made. Christopher Dawson: 5 Fast Facts You Need to Know - Heavy UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. 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. For the reasons set forth below, under the law of either state, the plaintiff's first and second causes of action must be dismissed. 544(b). (Compl. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. The defendants filed separate motions. Federal Rule of Bankruptcy Procedure 7012(b). With respect to which state's law applies, the defendants argue that the elements required to find that a party is a third party beneficiary are all met in this case and therefore New York law, as specified in the Loan Agreement's and Amendments' choice of law provisions, should apply to the plaintiff's causes of action against them. We see how Bembury is able to walk the line of business convention while taking his art to new heights, turning ordinary items into extraordinary footwear. 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 adviser's REGISTRATION status is listed below. Id. Pentec Health Inc. Acquired by Wellspring Capital Management - PRWeb Password (at least 8 characters required). 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. David R. Duncan US Bankruptcy Judge District of South Carolina. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. 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. [Amended Complaint, 31]. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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. In an email obtained by . Trump legal team requests six-month delay in New York civil lawsuit Wellspring Capital Management LLC - Dun & Bradstreet There are different definitions of insolvency.
19-80071-DD (Bankr. 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. 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 court considered whether the plaintiff had proved the tort of innocent misrepresentation. 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 382. 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). 8h`6$67Xn@,`&
Posted By: Imright , 3/3/2023 9:31:52 PM. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. The defendant represented to the plaintiff, and to an appraiser who performed an appraisal of the garage, that the parking garage had 500 parking spaces. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. What happened to Birchbox? | Retail Dive Wellspring Philanthropic: An Ocean of "Dark Money" on the Left 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. You can help Wikipedia by expanding it. Div. Prospect is a sophisticated party and, to the extent that it wanted to confirm the predictions made by Mr. Carles and Mr. Johnson were in fact accurate, it could have exercised due diligence. 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. Their most recent acquisition was Caring Brands International on Oct 25, 2021. 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. [4] Wellspring completed fundraising on its sixth fund in 2018 with $1.45 billion of investor commitments as a successor to its $1.2 billion 2011 Fund V.[3], Wellspring focuses on the packaging, healthcare, niche manufacturing and distribution sectors.[5][6]. %PDF-1.5
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Fund VI brings the firm's assets under management to more . Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. We are motivated and incentivised to succeed. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Salaries posted anonymously by Wellspring Capital Management employees. 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. Please see our Privacy Policy. Over the past 20 years, Wellspring has invested in over 35 platform investments across . As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. R. Civ. "[F]or purposes of Rule 12(b)(6), '[the court is] not required to accept as true the legal conclusions set forth in a plaintiff's complaint.'" Bloomberg View columnist Barry Ritholtz looks at the people and ideas that shape markets, investing and business. 2021 by wellspring capital Management. 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." 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. These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. 598, 614 (Bankr. [Amended Complaint, 32]. This is the best way to manage and repair your business reputation. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States This matter is before the Court on motions to dismiss filed by the defendants Wellspring Capital Management, LLC ("Wellspring Capital"), Wellspring Capital Partners IV, L.P. ("Wellspring Capital Partners"), WCM Genpar IV, L.P., WCM Genpar IV GP, LLC (collectively, the "Wellspring Defendants") [Docket No. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. We have interesting videos for you to watch on my site. 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. The Court also notes that, setting the other factors aside, given the extreme nature of the urgent tone of these emails, and the highly sophisticated status of Prospect, Prospect satisfying the justifiable reliance element of a negligent misrepresentation claim is questionable, at best. PDF In the United States Bankruptcy Court for The District of Delaware 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. The portfolio manager is also a co-investor in the strategy. 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. At Wellspring we pride ourselves on client service. This approach has historically delivered returns well above inflation Our clients 1984) for the proposition that under New York law, opinions are actionable in a negligence context. 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. Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. P. 12(b)(6) provides for dismissal of an action if the complaint "fail[s] to state a claim upon which relief can be granted." 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. 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. 24. 70% of dealmakers say that investment managers share culpability for In 2010, Bain Capital acquired the company for US$1.8 billion. 2009). [Amended Complaint, 49]. 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. Law360 provides the intelligence you need to remain an expert and beat the competition. In particular, the bankruptcy court held that the allegations failed to support a conclusion that the SportCo directors were somehow acting on an uninformed basis or that the rejection of the out-of-court restructuring was grossly negligent. The origins of Wellspring Philanthropic Fund are shrouded. Wellspring Capital Lawsuit | PDF | Limited Partnership | Loans - Scribd