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We look forward to carrying forward that vision and continuing our success in the years ahead.". The firm's objective is to bring partnership, experience and value creation to each investment. The defendants' motions to dismiss are granted. 609, 614 (Bankr. 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. Will Others Follow? A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. The firm's objective is to . 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. Id. Id. wikipedia.en/Vatterott_College.md at main chinapedia/wikipedia.en The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. 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 District Court stated that "[w]hether a fraudulent conveyance claim should be characterized as a tort action is uncertain and disputed among American jurisdictions." WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. [Amended Complaint, 49]. 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 defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. 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. 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." 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. You have to know whats happening with clients, competitors, practice areas, and industries. Wellspring Capital Management "[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.'" Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. 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. 598, 614 (Bankr. Id. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. your most valuable capital, your ultimate resource. 2021 by wellspring capital Management. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. Over the past 20 years, Wellspring has invested in over 35 platform investments across . at 321. The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). 70% of dealmakers say that investment managers share culpability for 3d 341, 357 (D.S.C. Exempt Reporting Advisers ("ERA") are investment advisers that are not required to register as investment advisers because they rely on certain exemptions from registration under sections 203 (l) and 203 (m) of the Investment Advisers Act of 1940 and related rules. 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. Prior results do not guarantee a similar outcome. Wellspring Capital Management | LinkedIn . R. Civ. This article about a private equity or venture capital firm based in the United States is a stub. Oct. 14, 2021) (Stickles, J.) The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). The plaintiff relies on the fact that Ellett was unable to pay the debt owed to Prospect at the time that it had to be paid in full; however, this is not the only relevant point in time. P. 12(b)(6). Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. And the best part of all, documents in their CrowdSourced Library are FREE. 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 firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. Password (at least 8 characters required). 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. @S1 $82N+ZJ | Industry: Investment & Asset Management. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. Wellspring Capital Management Company Profile | Management and ~p03ngx1Ai63*oP 4TP3Nt'xn0R8tJ'a7D2P6ILky6L;0;0SUNrtd t ";Qb[K-Ii 1g%\i) IZ3uAH0J40v0xt0v40Xt8 y CJ3t@y`$21kL Id. The elements of a negligent misrepresentation claim under South Carolina law are as follows: Turning now to the present case, the third cause of action must be dismissed under either New York or South Carolina law because the statements that the plaintiff asserts constituted negligent misrepresentations were all statements regarding potential outcomes of a potential business endeavor; thus, they relate to future events and cannot form the basis of a negligent misrepresentation claim. Reputation Management. The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. 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. About Us - Wellspring Capital Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. Fund VI brings the firm's assets under management to more than $4.4 billion. Id. It identifies undervalued companies whose share price does not properly reflect the true value of the business. We are taking this matter very seriously, and have launched an immediate internal investigation, Jeffrey Gould, Wellsprings head of marketing and investor relations, told investors last week in a note seen by Bloomberg News. 2021 by wellspring capital Management. Target Investments - Wellspring Capital The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. California Weighs $360,000 in Reparations to Eligible Black Residents. We have interesting videos for you to watch on my site. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. 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. 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. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. [Amended Complaint, 57]. Your livelihoodand your sanitydepend . A finding that Prospect is a preexisting creditor compels the same result. 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. 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. 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. *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? with actual intent . pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. They are not actionable. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Antares Capital Supports Wellspring Capital Management's Acquisition of Wellspring Capital Management is a leading private equity firm headquartered in New York. 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. The defendants' remaining arguments need not be addressed. Lawsuit: Wellspring CEO Told - Institutional Investor 1984) for the proposition that under New York law, opinions are actionable in a negligence context. In the legal profession, information is the key to success. 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. Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. 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 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 Portfolio Investments, Wellspring Capital 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. 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 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. Wellspring Capital Management Acquires Paragon Films endstream endobj 916 0 obj <>/Metadata 258 0 R/Pages 913 0 R/StructTreeRoot 384 0 R/Type/Catalog>> endobj 917 0 obj <>/MediaBox[0 0 612 792]/Parent 913 0 R/Resources<>/Font<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI]>>/Rotate 0/StructParents 0/Tabs/S/Type/Page>> endobj 918 0 obj <>stream Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . What happened to Birchbox? | Retail Dive 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. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, These emails may be a lot of things, but negligent misrepresentations they are not. 2d 520, 529 n.14 (E.D. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. Time to Read: 6 minutes 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. 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. Wellspring Capital, through defendants Mr. Carles and Mr. Johnson, allegedly represented to Prospect that: (1) Ellett could purchase assets of AcuSport for $14.8 million; (2) the purchase would result in the Debtors' capturing 20% to 30% of AcuSport sales; (3) the Debtors could acquire $14 million of AcuSport inventory at a substantial discount; and (4) Ellett would immediately realize a $7 million profit on the sale of the inventory acquired in the purchase. Practices: Wellspring targets investments with the following characteristics: PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. App'x 143 (4th Cir. At Wellspring we pride ourselves on client service. 22-2003, 2023 WL 1098189 (3d 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. at 385. 2005)). Will His AI Plans Be Any Different? See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. IAPD - Investment Adviser Public Disclosure - Homepage %PDF-1.5 % 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? 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. v. Holmes (In re Holmes), 610 B.R. 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. Pentec Health Inc. Acquired by Wellspring Capital Management