For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. F. Hewitt Grant asserted the lack of a triggering creditor due to Prospect Capital Corporation's knowing participation in the transfers and failure to state a claim under New York law due to lack of insolvency and under South Carolina law due to failure to plead actual fraud. William F. Dawson, Jr., Chief Executive Officer of Wellspring, said, "My partners and I are pleased to complete the successful raising of Wellspring's sixth fund, which is a direct result of the strong relationships we have built with the investment community over many years and the returns we have generated. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." 8h`6$67Xn@,`& 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. [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]. 1996)). 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 Firm takes pride in its ability to marshal its resources quickly and focus on the issues that matter, resulting in speed and certainty during the acquisition process. 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. 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. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. 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. 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? They are simply not statements of preexisting fact that were false when made. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. Investments Number of Investments 2 Wellspring Capital Management has made 2 investments. 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." See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. This is the best way to manage and repair your business reputation. Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. The defendants' motions to dismiss are granted. 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. Sec'y of State for Def. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . My company, Asia Marketing and Management, has global ambitions but consists largely of me and the intelligence, experience, contacts, and per-sonality I bring to my clients . 3d 473, 506 (S.D.N.Y. In Wellsprings view, the extent to which releases might have benefitted SportCo (as opposed to benefiting the directors alone) was at least in part a question of fact that could not be resolved on a motion to dismiss. See Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. In 2010, Bain Capital acquired the company for US$1.8 billion. e""8*&B The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. 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. California Weighs $360,000 in Reparations to Eligible Black Residents. 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. In Fall 2018, SportCo Holdings, Inc. (SportCo) was facing severe financial distress. . Investment Approach Target Investments Wellspring's objective is to acquire or invest in companies that are well-positioned to capitalize on change and can benefit from Wellspring's operating and financial expertise. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. Founded in 1995, Wellspring invests anywhere . at 321. Use tab to navigate through the menu items. The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." Haynsworth Sinkler Boyd, P.A. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. Already a subscriber? Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. View Videos. 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. These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. Wellspring Capital Management Group LLC ("Wellspring"), a New York-based private equity firm, announced that on May 29, 2020, it closed the acquisition of Steele Solutions, Inc. ("SSI" or the "Company"), a value-add supplier into the industrial automation sector. New York law prohibits both actual and constructive fraudulent conveyances. Wellspring Capital Management is a mega-sized private equity firm that focused on a variety of transaction situations. Will His AI Plans Be Any Different? 6. 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. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. 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. The firm's objective is to bring partnership, experience and value creation to each investment. 24. The Debtors in the bankruptcy cases, pending in the District of Delaware, are SportCo Holdings, Inc.; Ellett Brothers, LLC; United Sporting Company, Inc.; Bonitz Brothers, Inc.; Evans Sports, Inc.; Jerry's Sports, Inc.; Outdoor Sports Headquarters, Inc.; Quality Boxes, Inc.; and Simmons Guns Specialties, Inc. Flipbooks. 20-50554, 2021 WL 4823513 (Bankr. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. Wellspring Capital Management is a leading private equity firm headquartered in New York. The December 26, 2017 email stated, "So you will waive [your interest payments]. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. 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. [Amended Complaint, 37, 40]. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. Certain state securities regulatory authorities have similar exemptions based on . 0 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. As part of the debt management process, it said it would close 375 of its 1,300 stores. The amended complaint is dismissed. A customer lawsuit filed earlier this month against Sequoia, Paradigm, and Thoma Bravo, alleges these funds gave an "air of legitimacy" to FTX andvia their hundreds of millions in funding and. Password (at least 8 characters required). [cV3ljHkT/bx @A,20p1 ks The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. These emails can hardly be considered negligent misrepresentations. 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. The firm's objective is to bring partnership, experience and value creation to each investment. Mr. Friedman was substituted as the plaintiff on January 10, 2020. 2d 317 (S.D.N.Y. 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." Fax: 877 376-7003. 541, 546 (Bankr. . 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. This approach has historically delivered returns well above inflation. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. From October 2017 to April 2018, Mr. Carles and Mr. Johnson sent numerous emails to representatives of Prospect, attempting to induce Prospect to agree to forego exercising its rights in the event of a default. 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. Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. Amazon Pauses Construction on Second Headquarters in Virginia as It Cuts Jobs, Amazon Is Closing Its Cashierless Stores in NYC, San Francisco and Seattle, iPhone Maker Plans $700 Million India Plant in Shift From China, Stock Traders Are Ignoring Blaring Bond Alarms, S&P 500 Notches Best Week Since Late January: Markets Wrap. Another email stated, in part: "Gotta get your interest? 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. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. David R. Duncan US Bankruptcy Judge District of South Carolina. Id. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. 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. 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 At Wellspring we pride ourselves on client service. In considering whether to grant a motion to dismiss under Rule 12(b)(6), the court may take judicial notice of matters of public record and may consider documents attached to the complaint and the motion to dismiss, "so long as they are integral to the complaint and authentic." W.D. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. 2d 520, 529 n.14 (E.D. The Court further notes that here, section 548 is not available to the plaintiff due to the timing of the transfers and the bankruptcy filings. 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. [Amended Complaint, 93]. The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. It identifies undervalued companies whose share price does not properly reflect the true value of the business. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. However, the garage actually had only 402 parking spaces. %PDF-1.5 % On 05/20/2022 Wellspring Capital Management, LLC Wellspring Cap filed an Other lawsuit against Barry, III.This case was filed in U.S. Bankruptcy Courts, New York Southern Bankruptcy. 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).