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When it comes to helping companies that show promise, Wellspring Capital Management is overflowing with support. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. 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 Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. Id. The United States Court of Appeals for the Third Circuit wasted no time getting the new year off to a roaring start through its ruling in In re LTL Mgmt., LLC, Case No. 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. 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. 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. 20-50554, 2021 WL 4823513 (Bankr. We have interesting videos for you to watch on my site. The District Court stated that "[w]hether a fraudulent conveyance claim should be characterized as a tort action is uncertain and disputed among American jurisdictions." The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. The firms objective is to bring partnership, experience and value creation to each investment. In the legal profession, information is the key to success. 1001 to 5000 Employees. The Firm also has a long history of collaboration with entrepreneurs and closely held businesses to achieve outsized growth, with a large percentage of our portfolio companies being transitioned from founder ownership. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . 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. . Fund VI brings the firm's assets under management to more . 541, 546 (Bankr. 2012) and West Side Fed. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. Wellspring Capital, Mr. Carles, and Mr. Johnson were not insiders of AcuSport, and the amended complaint does not allege that they had any special knowledge or information about AcuSport that was not available to the public. 930 0 obj <>/Filter/FlateDecode/ID[<6781EE974E7B2C4D9274E8F359D28E60>]/Index[915 48]/Info 914 0 R/Length 80/Prev 600062/Root 916 0 R/Size 963/Type/XRef/W[1 2 1]>>stream Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . [Amended Complaint, 31]. Id. View Videos. Sec'y of State for Def. 1984) for the proposition that under New York law, opinions are actionable in a negligence context. with actual intent . PLEASE NOTE: A verification email will be sent to your address before you can access your trial. 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. 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. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. July 5, 2017). Flipbooks. 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. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: Corp. v. Twombly, 550 U.S. 544, 555 (2007)). The plaintiff responds that Prospect is a preexisting creditor because the distributions were not made until after Prospect became a creditor when the Loan Agreements and the Amendments were signed. Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. (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 . At Wellspring we pride ourselves on client service. 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. January 12, 2022 Already a subscriber? Menu Home; Rankings. Id. Reputation Management. 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. 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. 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. 1999)). (Wellspring). Click here to login, 2023, Portfolio Media, Inc. | About | Contact Us | Legal Jobs | Advertise with Law360 | Careers at Law360 | Terms | Privacy Policy | Cookie Settings | Help | Site Map, Enter your details below and select your area(s) of interest to stay ahead of the curve and receive Law360's daily newsletters, Email (NOTE: Free email domains not supported). You have to know whats happening with clients, competitors, practice areas, and industries. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. See Sheehan v. Saoud, 650 Fed. Id. Cancellation and Refund Policy, Privacy Policy, and Defendant Bernard Ziomek is in default in this matter. WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Many of the facts underlying the Wellspring decision are neither unique nor unusual. Consumers want to see how a business took care of business. Prior results do not guarantee a similar outcome. Fed. Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. Middle Market Private Equity. . An actual fraudulent conveyance is any "conveyance made . Finally, one place to get all the court documents we need. 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." . Relevant here: the plaintiff/litigation trust alleged that SportCos directors: Finally, the litigation trust also asserted a variety of other counts in its complaint related to other facts, circumstances, and actions that are not the subject of this Alert. 1994)). 19-80071-DD (Bankr. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. 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. Musk Made a Mess at Twitter. 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. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). Revenue: $500 million to $1 billion (USD) Competitors: Unknown. [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]. Our returning and new limited partners share our belief in the unique value proposition that Wellspring brings to the investment process, with our focus on strategic partnership and tailored approach to each investment. 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." Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. There are also no allegations concerning expenses. 89], Charles E. Walker, Jr. [Docket No. 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. 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." The defendants' remaining arguments need not be addressed. 2022 Wellspring Capital Management Group LLC |. Munich, by far the largest city in southern Germany, lies about 30 miles (50 km) north of the edge of the Alps and along the Isar River, which flows through the middle . WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. In re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. 101 (32). James brought a civil suit against Trump in September, alleging the Trump organization had fraudulently inflated the value of . Id. Finally, in West Side Fed. D. Del. $46H$DrGHi`0I"DE$"J(aH! 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. 2021 by wellspring capital Management. 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. Wellspring, 2021 WL 4823513, at *10. SEC / JURISDICTION. R. Civ. 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. Another email stated, in part: "Gotta get your interest? Jan. 30, 2023). It featured lower-priced clothing and was Gymboree's direct competitor for The Children's Place and Old Navy.. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. at 382. California Weighs $360,000 in Reparations to Eligible Black Residents. 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. 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"). Mr. Friedman was substituted as the plaintiff on January 10, 2020. The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. 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." Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners 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 This approach has historically delivered returns well above inflation Our clients As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. San Francisco Bay Area, Silicon Valley), Operating Status of Organization e.g. . 915 0 obj <> endobj The amended complaint is dismissed. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. 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. Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. All rights reserved. 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. The firm's objective is to bring partnership, experience and value creation to each investment. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled.