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. It is notable that the first and second causes of action are based only on South Carolina law; however, because the parties disagree as to whether South Carolina or New York law should apply, the Court will analyze the first and second causes of action under both. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. 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. 987, 999-1000 (Bankr. 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. Over the past 27 years, Wellspring has invested in over 50 platform investments and completed over 80 add-on acquisitions across various segments of the U.S. and global economies. 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. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. 544(b). If you do not agree with these terms, then do not use our website and/or services. In April 2018, Prospect agreed to defer two quarters of cash interest payments. 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 defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. Active, Closed, This describes the type of investor this organization is (e.g. 1991) (unpublished table decision). 19.)1. (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 244 (4th Cir. Prior results do not guarantee a similar outcome. Wellsprings facts, as alleged, are fairly straightforward. (Wellspring). Over the past 20 years, Wellspring has invested in over 35 platform investments across . On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments. Our tight-knit culture enables transparent oversight and a streamlined decision-making process. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of Dawson's threats, according to an internal memo. 598, 614 (Bankr. Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. After the defendants filed replies, the Court held a hearing on June 18, 2020. A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: 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. Financial terms of the transaction were not disclosed. Adversary Proceeding No. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Wellspring Capital Management LLC operates as a private equity firm. You can help Wikipedia by expanding it. 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. By teaming up with strong management, Wellspring is able to unlock underlying value and. Attorney advertising. Will Others Follow? These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. In an email obtained by . (Compl. 2007) (citations omitted). Practices: The defendants' remaining arguments need not be addressed. Id. 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. There are also no allegations concerning expenses. The middle-market private equity firm invests in companies with strong business . Otherwise you cannot get paid." 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." 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 amended complaint also details numerous emails sent by Mr. Carles and Mr. Johnson to a representative of Prospect, urging Prospect to defer its right to payment in the event of a default. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. Salaries posted anonymously by Wellspring Capital Management employees. Therefore, the plaintiff argues that he is only required to establish constructive fraud. Many of the facts underlying the Wellspring decision are neither unique nor unusual. 0 For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." An actual fraudulent conveyance is any "conveyance made . 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. If you want your business to survive, you need to understand your-self. 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 your most valuable capital, your ultimate resource. Phone: 650 729-8626. 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 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. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . Angel, Fund of Funds, Venture Capital), This describes the stage of investments made by this organization (e.g. to hinder, delay, or defraud either present or future creditors." Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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. See Sheehan v. Saoud, 650 Fed. 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. $46H$DrGHi`0I"DE$"J(aH! In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. This is the best way to manage and repair your business reputation. SportCo later filed a free fall bankruptcy and liquidatedallegedly causing substantial losses for unsecured creditors that would not have occurred had SportCo accepted that agreement in principle allegedly reached in December 2018. (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 . San Francisco Bay Area, Silicon Valley), Operating Status of Organization e.g. Angel, Fund of Funds, Venture Capital), General contact email for the organization. The firm's objective is to bring partnership, experience and value creation to each investment. Instead, they may form the basis for a negligent misrepresentation claim if the party making the misrepresentation possesses some special expertise (by way of his job title or position, for example), or has some special knowledge about the particular fact that is allegedly misrepresented. James brought a civil suit against Trump in September, alleging the Trump organization had fraudulently inflated the value of . 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). SEC / JURISDICTION. 2d 520, 529 n.14 (E.D. 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. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. "[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.'" 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. If our offering sounds like something you would like to discuss, please get in touch on any of our contact details or the form below. Will His AI Plans Be Any Different? 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. . Shoe designer and creative Salehe Bembury takes us on a journey from his childhood growing up in Manhattan, to an invaluable degree in industrial design, to working with some of the biggest names in fashionbefore breaking off to make his own name. Use tab to navigate through the menu items. 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.
Average Fielding Percentage By Position,
Drug Bust In Gloucester City Nj,
Is Everclear Illegal In Texas,
Funeral Notices Queensland Times,
Articles W