The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. 1999)). 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. Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. [Amended Complaint, 32]. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. 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. Finally, one place to get all the court documents we need. Investments Number of Investments 2 Wellspring Capital Management has made 2 investments. 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 @S1 $82N+ZJ | By teaming up with strong management, Wellspring is able to unlock underlying value and. Their most recent acquisition was Caring Brands International on Oct 25, 2021. 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. See Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. 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 [. 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. James Chan - Spare Room Tycoon - The Seventy Lessons of Sane Self at 321. Wellspring Capital formed SportCo Holdings, Inc. ("SportCo") to serve as a holding company for United Sporting Company, Inc. ("United Sporting"), Ellett's direct parent; Ellett; and its subsidiaries. (quoting Bell Atl. Practices: 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. At the conclusion of the hearing, the Court took the motions under advisement. 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. View Videos. Certain state securities regulatory authorities have similar exemptions based on . By teaming up with strong management, Wellspring is able to unlock underlying value and pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. Munich | Germany, History, Population, Oktoberfest, & Facts - Britannica The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. Fed. Haynsworth Sinkler Boyd, P.A. hXO8WtVH,~W"I/ {;N7'0HAA0%`Ih5L!p! The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. Wellspring Capital Management. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). In this process, SportCo initially exchanged a term sheet with certain of its lenders in early November 2018 and allegedly reached an agreement in principle in late December 2018. A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. 8h`6$67Xn@,`& 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. Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . Law360 takes your privacy seriously. 2012) and West Side Fed. 1988) (adopting rule from Klaxon Co. v. Stentor Electric Manufacturing Co., 313 U.S. 487 (1941) stating that a federal court sitting in diversity should apply the choice of law rules of the state in which it sits). These emails can hardly be considered negligent misrepresentations. Copyright 2023 Ropes & Gray LLP. Designed By, https://www.wellspringcapital.co.uk/disclaimer. Wellspring Capital Management is a mega-sized private equity firm that focused on a variety of transaction situations. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. You have to know whats happening with clients, competitors, practice areas, and industries. & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. Target Investments - Wellspring Capital Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. The defendants' motions rely on Federal Rule of Civil Procedure 12(b)(6). If you want your business to survive, you need to understand your-self. 915 0 obj <> endobj from 8 AM - 9 PM ET. Id. In considering what choice of law provisions to apply, the Fourth Circuit stated: The Court notes that there is a specific fraudulent conveyance section of the Bankruptcy Code. The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. 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. . As part of the debt management process, it said it would close 375 of its 1,300 stores. 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. In support of this argument, the plaintiff cites a case from the United States District court for the District of Idaho, which was affirmed by the Ninth Circuit, as well as a case from the United States Bankruptcy Court for the Southern District of Texas, in which the court stated that 544(b) claims are unique "because they exist only to the extent of applicable state law," but then found, "Even so, such claims are not pendant state claims in federal bankruptcy cases, but are federal causes of action rooted in federal bankruptcy law and policy." 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." 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. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . 2005)). Asia Pacific; EMEA; Latin America; UK Solicitors; UK Bar; United States 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, Jan. 10, 2018 /PRNewswire/ -- Wellspring Capital Management LLC ("Wellspring") today announced the successful closing of Wellspring Capital Partners VI L.P. ("Fund VI") with capital commitments totaling the hard cap of $1.415 billion. GitHub export from English Wikipedia. Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. Pentec Health Inc. Acquired by Wellspring Capital Management 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. We see how Bembury is able to walk the line of business convention while taking his art to new heights, turning ordinary items into extraordinary footwear. at 613-14. 987, 999-1000 (Bankr. They are simply not statements of preexisting fact that were false when made. This approach has historically delivered returns well above inflation Our clients These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. 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. These emails may be a lot of things, but negligent misrepresentations they are not. 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." Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States As a result, the defendants argue, it would be unjust for Prospect to now be able to avoid the distributions. The principal and lead portfolio manager at Wellspring Capital is Avrohom Neumann. 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. 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. The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. 2009). 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. 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. This preference is a result of the Firms differentiated and conservative approach to leverage, in addition to a transparent oversight model, which is driven by our small group of senior professionals and absence of bureaucracy. The United States Court of Appeals for the Third Circuit wasted no time getting the new year off to a roaring start through its ruling in In re LTL Mgmt., LLC, Case No. The court addressed the dissent's finding, that the defendant's determination of the number of parking spaces was a matter of judgment or opinion and was therefore unactionable. Antares Capital Supports Wellspring Capital Management's Acquisition of 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. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. The firm's objective is to bring partnership, experience and value creation to each investment. IAPD - Investment Adviser Public Disclosure - Homepage 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. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. Despite that agreement in principle, it was alleged in relevant part that: Unable to agree on the release and indemnification issue, SportCos out-of-court restructuring failed, and SportCo defaulted on its funded debt shortly thereafter. 'Ov}b0. Id. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. The firm's objective is to bring partnership, experience and value creation to each investment. 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. Note: This site is for informational purposes only. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). This is the best way to manage and repair your business reputation. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. After the defendants filed replies, the Court held a hearing on June 18, 2020. In 2008, Wellspring Capital, through its fund Wellspring Capital Partners, acquired Ellett. Even California Democrats don't want Newsom to run for president 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. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. Importantly, however, the Wellspring court declined to dismiss the litigation trusts duty of loyalty claim, stating on a cursory basis that Drawing all inferences in favor of the Trustee, the Complaint contains sufficient allegations that the D&O Defendants breached their duty of loyalty regarding the Failed Out of Court Restructuring. Id.
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