Middle Market Private Equity. 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. Designed By, https://www.wellspringcapital.co.uk/disclaimer. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." The elements of a negligent misrepresentation claim under New York law are: The plaintiff also cites King County, Washington v. IKB Deutsche Industriebank, 863 F. Supp. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. The firm's objective is to . In re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. Reputation Management. An actual fraudulent conveyance is any "conveyance made . The origins of Wellspring Philanthropic Fund are shrouded. 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. For the reasons set forth below, under the law of either state, the plaintiff's first and second causes of action must be dismissed. 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. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. In April 2018, Prospect agreed to defer two quarters of cash interest payments. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. 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. 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. If you do not agree with these terms, then do not use our website and/or services. 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 [. By teaming up with strong management, Wellspring is able to unlock underlying value and. REGISTRATION STATUS . W.D. 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 Jan. 25, 2016) (alteration original). Wellspring brought its assets under management to more than $4.4 billion as of January 2018. 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. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. 112]. 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. 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. 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. 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. This article about a private equity or venture capital firm based in the United States is a stub. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. The middle-market private equity firm invests in companies with strong business . If you want your business to survive, you need to understand your-self. . This matter is before the Court on motions to dismiss filed by the defendants Wellspring Capital Management, LLC ("Wellspring Capital"), Wellspring Capital Partners IV, L.P. ("Wellspring Capital Partners"), WCM Genpar IV, L.P., WCM Genpar IV GP, LLC (collectively, the "Wellspring Defendants") [Docket No. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: 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. Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States @S1 $82N+ZJ | 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. 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. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Cases involving other matters not classified elsewhere, 890, 1890, 1990, 2890, 2899, 2999, 3375, 3890, 3896, 3899, 3999, 4890, 4896, 4999, Wellspring Capital Management, LLC; Wellspring Cap v. Barry, III et al. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States 19-80071-DD (Bankr. 915 0 obj <> endobj WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Wellspring CEO Bill Dawson is taking a leave of absence, the firm said Tuesday Last week a shocking lawsuit was filed against his son Christopher It claims he drugged and violently raped and. Fund VI brings the firm's assets under management to more than $4.4 billion. 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. New York law prohibits both actual and constructive fraudulent conveyances. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Please see our Privacy Policy. California Weighs $360,000 in Reparations to Eligible Black Residents. San Francisco Bay Area, Silicon Valley), Operating Status of Organization e.g. Ashmore for Wilson v. Dodds, 262 F. Supp. We are motivated and incentivised to succeed. 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. These emails may be a lot of things, but negligent misrepresentations they are not. Founded in 1995, Wellspring invests anywhere . Certain state securities regulatory authorities have similar exemptions based on . 89], Charles E. Walker, Jr. [Docket No. 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. Follow along as he lays out the blueprint for his career, and takes us all the way from his first sketch to his thriving personal brand, Spunge. 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. to hinder, delay, or defraud either present or future creditors." In the legal profession, information is the key to success. 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 The firm's objective is to bring partnership, experience and value creation to each investment. [Amended Complaint, 31]. We believe that this breadth and depth of experience enables the team to efficiently evaluate and complete acquisition opportunities across a broad range of industries. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. Innovative Custom Brands, Inc. v. Minor, 2016 WL 308805, at *2 (S.D.N.Y. 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. Industry: Investment & Asset Management. Copyright 2023 Ropes & Gray LLP. 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. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. 85]. In June 2019, SportCo and its subsidiaries (the "Debtors") filed chapter 11 bankruptcy cases in the United States Bankruptcy Court for the District of Delaware. 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. To this end, Wellspring reinforces two key principles in particular: We encourage you to contact your Ropes & Gray team to discuss these matters more fully. 91], Andrew Kupchik [Docket No. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. They are simply not statements of preexisting fact that were false when made. 8h`6$67Xn@,`& It is not unusual for an entity facing distress to engage with their stakeholders and to negotiate any number of transaction alternatives and terms. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . Whether youre building capital for your family, retirement or other life goals, we can help you with our high conviction and disciplined investment style. However, whether a fraudulent conveyance action is characterized as a tort action is unsettled. The parties are in agreement that New York and South Carolina law regarding negligent misrepresentations are substantially similar and that as a result, the Court is not required to engage in a choice of law analysis as to the third cause of action. Home; About Us; Investment Approach. 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." Investment Philosophy; Target Investments; Portfolio The case status is Pending - Other Pending.

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