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. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. 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. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. 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. 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). ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. 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. The plaintiff's first and second causes of action are based on 11 U.S.C. 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). The. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds.
Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis In support of this argument, the plaintiff cites a case from the United States District court for the District of Idaho, which was affirmed by the Ninth Circuit, as well as a case from the United States Bankruptcy Court for the Southern District of Texas, in which the court stated that 544(b) claims are unique "because they exist only to the extent of applicable state law," but then found, "Even so, such claims are not pendant state claims in federal bankruptcy cases, but are federal causes of action rooted in federal bankruptcy law and policy." 92], Todd Boehly [Docket No. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised 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. If you do not agree with these terms, then do not use our website and/or services.
About Us - Wellspring Capital 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. Wellsprings facts, as alleged, are fairly straightforward. D.S.C.
Antares Capital Supports Wellspring Capital Management's Acquisition of 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 ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. 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 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.
Friedman v. Wellspring Capital Mgmt. (In re Sportco Holdings) at 613-14. 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. 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.
Working at Wellspring Capital Management | Glassdoor 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. R. Civ. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Aug. 27, 2020). Tenn. 1991); 11 U.S.C. 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 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. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." . 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. 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. Another email stated, in part: "Gotta get your interest? 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 In re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. In 2010, Bain Capital acquired the company for US$1.8 billion. The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management.
Pentec Health Inc. Acquired by Wellspring Capital Management - PRWeb The firm's objective is to bring partnership, experience and value creation to each investment. 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. Revenue: $500 million to $1 billion (USD) Competitors: Unknown. Wellsprings objective is to bring partnership, experience and value creation to each investment. 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. 2022 Wellspring Capital Management Group LLC |. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. 1999)). 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." 8h`6$67Xn@,`&
541, 546 (Bankr. 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 | LinkedIn to hinder, delay, or defraud either present or future creditors." Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. 930 0 obj
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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.
Wellspring Capital Management Company Profile | Management and Fax: 877 376-7003.
Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. Va. June 8, 2011) (acknowledging that Maryland law is not clear regarding whether a fraudulent conveyance action sounds in tort, but concluding that "given that the gravamen of the fraudulent conveyance claim is the wrongfulness of the conveyance and the injury to the creditor, rather than balancing equities or fairness, it is appropriate to conclude that fraudulent conveyance claims sound in tort. There are also no allegations concerning expenses. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million.
Wellspring buys PE-backed Center for Diagnostic Imaging 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.
PDF Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit 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.
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Wellspring Capital Exits Strategic Investment in Great Lakes Caring 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. 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." By teaming up with strong management, Wellspring is able to unlock underlying value and For the reasons set forth below, under the law of either state, the plaintiff's first and second causes of action must be dismissed.
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. 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. 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. 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. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. Id. 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.
Wellspring Capital Management - Investments, Portfolio & Company Exits at 382. 1996)). v. Holmes (In re Holmes), 610 B.R. Musk Made a Mess at Twitter. Fund VI will continue to pursue Wellspring's investment objective to acquire or invest in middle-market companies that are well-positioned to capitalize on change and can benefit from Wellspring's operating and financial expertise. 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. Private equity firm Wellspring Capital Management has acquired Caring Brands International, parent company of home health and hospice franchise company Interim Healthcare, for an undisclosed amount. 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 February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. All business will get complaints. Sav. Andrew Kupchik argued dismissal was necessary due to Prospect's ratification and/or consent to the distributions, due to failure to state a claim under New York law because of lack of insolvency and failure to state a claim under South Carolina law due to failure to plead actual fraud, due to the expiration of the statute of limitations on the fraudulent conveyance claims, and due to failure to plead the existence of a triggering unsecured creditor. [Amended Complaint, 57].
Flipbooks. These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. Wellspring Capital Management is a leading private equity firm headquartered in New York. . 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. Law360 takes your privacy seriously. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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. 101 (32). 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. Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. S.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. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. The Firm will consider buyouts of private companies, acquisitions of divisions or subsidiaries of public companies, shareholder liquidity needs, partnering with entrepreneurs for growth opportunities, and special situations.
Judge opens door for bankruptcy blame suits - Axios Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir. You can help Wikipedia by expanding it. The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. The adviser's REGISTRATION status is listed below. Financial terms of the transaction were not disclosed. The defendants argue that this cause of action must be dismissed because the alleged misrepresentations were forward-looking statements and opinions; therefore, they are not actionable and cannot form the basis for a negligent misrepresentation cause of action. 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. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. 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. Your livelihoodand your sanitydepend . Id. 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. Please Update this case to get latest docket information. Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation Trust, Plaintiff, v. Wellspring Capital Management, LLC, Wellspring Capital Partners IV, L.P., WCM Genpar IV, L.P., WCM Genpar IV GP, LLC, Alexander E. Carles, Bradley Johnson, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik, Defendants. Angel, Fund of Funds, Venture Capital), General contact email for the organization.
James Chan - Spare Room Tycoon - The Seventy Lessons of Sane Self Accordingly, Wellspring did not find that the defendants in fact breached their duties, but rather held that the plaintiff, a litigation trust, had asserted a viable claim that could proceed to a trier of fact. The middle-market private equity firm invests in companies with strong business . A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. 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. I Shall [Not] Be Released: Wellspring, Director Releases, breached their duty of care, since the directors refused to reasonably maximize corporate value by killing the restructuring on account of releases/indemnity (, breached their duty of loyalty, since they placed their own self-interests above those of their fiduciaries [. 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. Practices:
Wellspring Capital Partners VI Profile: Investments & Returns | PitchBook Phone: 650 729-8626. It had previously received notification, in early 2018, that the Borrowers would default on their obligation under the Loan Agreements and the Amendments in the second quarter of 2018. These emails may be a lot of things, but negligent misrepresentations they are not. 987, 999-1000 (Bankr. We have interesting videos for you to watch on my site. This is the best way to manage and repair your business reputation. Make your practice more effective and efficient with Casetexts legal research suite. 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. Designed By BM Designs. In connection with this contemplated purchase, Alexander Carles, a managing partner of Wellspring Capital and an officer and director of SportCo and its subsidiaries, and Bradley Johnson, the president and chief executive officer of SportCo and its subsidiaries, sought to convince Prospect to forbear from exercising any remedies in the event of a payment default. Id.
Wellspring Capital Management Salaries - Glassdoor 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. Jan. 25, 2016) (alteration original). Over the past 20 years, Wellspring has invested in over 35 platform investments across . The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. July 5, 2017). "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."'" The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No.
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