EFFECTIVE DATE; SEC: Terminated: 3/2/2007: [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]. The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). 101 (32). 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balancing equities or fairness, it is appropriate to conclude that fraudulent conveyance claims sound in tort. 0 1991) (unpublished table decision). Defendant Bernard Ziomek is in default in this matter. Ellett Brothers LLC ("Ellett"), a South Carolina limited liability company, was a sporting goods distributor. 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"). 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. 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. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. Public Records Policy. The plaintiff, however, asserts that federal conflict of law principles should govern what state's law applies in this case, because "[a] claim under 544(b) incorporates 'applicable law,' but it is a claim under federal law with a substantive federal law recovery scheme." The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. your most valuable capital, your ultimate resource. 85]. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. Id. 2005)). D.S.C. 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. The defendants argue that in the event the Court finds the choice of law provision does not apply, South Carolina choice of law principles should be consulted to reach a finding that New York law applies. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Wellspring Capital Management is a leading private equity firm headquartered in New York. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. Angel, Fund of Funds, Venture Capital), This describes the stage of investments made by this organization (e.g. You can help Wikipedia by expanding it. Use tab to navigate through the menu items. 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. Password (at least 8 characters required). David R. Duncan US Bankruptcy Judge District of South Carolina. [cV3ljHkT/bx @A,20p1 ks The firm's objective is to bring partnership, experience and value creation to each investment. "[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.'" N.D.N.Y. 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 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. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. 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. The middle-market private equity firm invests in companies with strong business . pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. James brought a civil suit against Trump in September, alleging the Trump organization had fraudulently inflated the value of . The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. Wellspring Capital Management. The defendants' motions to dismiss are granted. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." The portfolio manager is also a co-investor in the strategy. articles a month for anyone to read, even non-subscribers! 2d 520, 529 n.14 (E.D. 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. Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. 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. at 385. Tenn. 1991); 11 U.S.C. Id. 6. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. They are simply not statements of preexisting fact that were false when made. On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments. 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." Salaries posted anonymously by Wellspring Capital Management employees. (Wellspring). 544(b). It is not unusual for an entity facing distress to engage with their stakeholders and to negotiate any number of transaction alternatives and terms. 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. Aug. 27, 2020). The Wellspring ruling was not appealed, nor has any trial occurred on this matter. with actual intent . You have to know whats happening with clients, competitors, practice areas, and industries. Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. The company will explode Rich!" 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, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. 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. 2d 317 (S.D.N.Y. 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. 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. As part of the debt management process, it said it would close 375 of its 1,300 stores. Id. 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? Id. 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. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. New York law and South Carolina law differed as to whether such a transfer was permitted. Sounds like a tidy deal at year end [2017] made a lot of sense." Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States . Consumers want to see how a business took care of business. See Scheidelman v. Henderson (In re Henderson), 423 B.R. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). 112]. 91], Andrew Kupchik [Docket No. Wellsprings facts, as alleged, are fairly straightforward. Sec'y of State for Def. [Amended Complaint, 57]. Musk Made a Mess at Twitter. The December 26, 2017 email stated, "So you will waive [your interest payments]. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. Try our Advanced Search for more refined results. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised 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. Note: This site is for informational purposes only. This is the best way to manage and repair your business reputation. York Capital Management Feb 2021 - Present2 years 1 month New York, New York, United States Wellspring Capital Management LLC 13 years 5 months Partner Dec 2016 - Dec 20204 years 1 month. Will Others Follow? Prior results do not guarantee a similar outcome. 3d 473, 506 (S.D.N.Y. 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. Wellspring targets investments with the following characteristics: Finally, in West Side Fed. However, the garage actually had only 402 parking spaces. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 92], Todd Boehly [Docket No. Time to Read: 6 minutes Id. Va. Mar. 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 Finally, although the plaintiff asserts that federal conflict of law principles should apply, he argues that even under South Carolina conflict of law rules, South Carolina law should apply. Hiding negative complaints is only a Band-Aid. In the legal profession, information is the key to success. On May 3, 2018, SportCo agreed to acquire AcuSport's assets in bankruptcy for $7 million. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. 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." . Please Update this case to get latest docket information. P. 12(b)(6). E-mail: sandra@wellspring-cap.com; Videos. 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. Mr. Friedman filed an amended complaint the same day. & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. Under certain conditions, section 548 allows the avoidance of a transfer made within two years of the date of the filing of the bankruptcy petition. The adviser's REGISTRATION status is listed below. 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 is a boutique discretionary management service with a portfolio positioned for high performance. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through .
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