2012) and West Side Fed. Defendant Bernard Ziomek is in default in this matter. 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. 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. In June 2017, Gymboree announced it was filing for Chapter 11 bankruptcy protection. Adversary Proceeding No. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. %PDF-1.5 % E-mail: [email protected]; Videos. They are not actionable. The firms objective is to bring partnership, experience and value creation to each investment. Oil Producers Hand $128 Billionto Investors as Doubts Grow About Future of Fossil Fuels, Your Saturday Briefing: Trumps Comeback Plan, Wall Street Whistles Away, British Parents Turn to Home Equity to Help Young Buy Property, Japanese Unions Seek Biggest Pay Rise in 25 Years for Workers, Sorry, Fed, Most US Mortgage Rates Were Locked In During Pandemic Lows, Italys CDP Is Nearing Offer for Telecom Italia Network. The Wellspring court was ruling on a motion to dismiss, and therefore accepted the plaintiffs somewhat barebones and perhaps self serving assertions as true and in the light most favorable to that plaintiff. We charge a minimal base fee and the rest is performance fees we generate for clients and not on the amount of capital clients allocate. Wellspring Capital Management is a mega-sized private equity firm that focused on a variety of transaction situations. We have interesting videos for you to watch on my site. Sec'y of State for Def. Type: Company - Private. R. Civ. It identifies undervalued companies whose share price does not properly reflect the true value of the business. Wellsprings objective is to bring partnership, experience and value creation to each investment. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. 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. There are different definitions of insolvency. Please see our Privacy Policy. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 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. Because the Court dismisses the complaint as to all other defendants, the Court sua sponte dismisses the causes of action against Mr. Ziomek as well. Already a subscriber? A former employee of Wellspring Capital Management filed a lawsuit in a New York Thursday alleging that the CEO's son, Christopher Dawson, drugged and repeatedly raped her one night in the. 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. pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. You can review interesting Flipbooks on my site. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through . REGISTRATION STATUS . Angel, Fund of Funds, Venture Capital), This describes the stage of investments made by this organization (e.g. The firm's objective is to bring partnership, experience and value creation to each investment. 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 District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). 91], F. Hewitt Grant [Docket No. Id. 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. 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. SEC / JURISDICTION. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. Crazy 8 was started in August 2007. (quoting Bell Atl. [Amended Complaint, 37, 40]. N.D.N.Y. We look forward to carrying forward that vision and continuing our success in the years ahead.". Middle Market Private Equity. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. 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. 85]. 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. Federal Rule of Bankruptcy Procedure 7012(b). Private equity firm Wellspring Capital Management LLC on Friday hit a slew of its insurers with a suit in New York state court alleging they must defend it against claims that it plundered . Angel, Fund of Funds, Venture Capital), General contact email for the organization. Investment Philosophy; Target Investments; Portfolio The South Carolina Supreme Court stated that New York law would govern the validity of the transfer before it, unless applying New York law would result in a violation of South Carolina public policy. A litigation trust formed through the SportCo bankruptcy then sued, among others, SportCos former directors and its equity sponsor. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. . Please Update this case to get latest docket information. W.D. at 382. Public Records Policy. your most valuable capital, your ultimate resource. The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. The firm's objective is to bring partnership, experience and value creation to each investment. Fund VI brings the firm's assets under management to more . PLEASE NOTE: A verification email will be sent to your address before you can access your trial. Founded in 1995, Wellspring invests anywhere . 2021 by wellspring capital Management. 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. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. Their most recent acquisition was Caring Brands International on Oct 25, 2021. %%EOF The third cause of action asserts that those parties "made numerous representations to Prospect concerning the AcuSport Purchase, including that the purchase would allow the Debtors to acquire $14 million worth of AcuSport inventory at a substantial discount; that it would result in the Debtors' immediate realization of a $7 million profit on the sale of the AcuSport inventory so purchased; and that it would result in the Debtors' capturing 20% to 30% of AcuSport sales." When typing in this field, a list of search results will appear and be automatically updated as you type. 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. & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. 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. In Sheldon, the defendant, a New York citizen, assigned some personal property to Mr. Dickinson. 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." Will Others Follow? Wellspring targets investments with the following characteristics: Id. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. 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. S.D. Corporate Advocacy Program. 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. New York law requires insolvency at the time of the transfer, and South Carolina law requires insolvency both at the time of the transfer, and at the time the creditor seeks to collect the debt. These emails can hardly be considered negligent misrepresentations. 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. 19.)1. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. 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. However, the Court has the discretion to sua sponte dismiss a complaint pursuant to Fed. 2005)). In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. The. at 385. from 8 AM - 9 PM ET. *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? 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. Mr. Friedman filed an amended complaint the same day. with actual intent . A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. If you want your business to survive, you need to understand your-self. Litigation. Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. 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. 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. If you do not agree with these terms, then do not use our website and/or services. The defendants' motions to dismiss are granted. The Wellspring Defendants asserted all of these arguments and also asserted failure to state a claim under section 550 against certain defendants. 962 0 obj <>stream Id. Law360 may contact you in your professional capacity with information about our other products, services and events that we believe may be of interest.Youll be able to update your communication preferences via the unsubscribe link provided within our communications.We take your privacy seriously. WELLSPRING CAPITAL MANAGEMENT, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. 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. 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. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. Wellspring Capital Management, LLC; Wellspring Cap. 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. On March 7, 2013, the Borrowers entered into a First Amendment to the Loan Agreements (the "First Amendment"), pursuant to which Prospect loaned the Borrowers an additional $60 million. 2022 Wellspring Capital Management Group LLC |. Finally, in West Side Fed. 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. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. 1991) (unpublished table decision). 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. 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. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . The court must construe the allegations in the complaint in the light most favorable to the plaintiff. Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States Otherwise you cannot get paid." 1994)). WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. In 2012, the year that the amended complaint alleges Ellett "achieved record sales and earned revenues of approximately $1.2 billion," Ellett and its operating subsidiaries (the "Borrowers") entered into a Third Amended and Restated Loan and Security Agreement and a Second Lien Loan and Security Agreement (collectively, the "Loan Agreements") with lenders including Prospect Capital Corporation ("Prospect"), pursuant to which Prospect and the other lenders loaned $280 million to the Borrowers. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. Industry: Investment & Asset Management. 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 [. However, whether a fraudulent conveyance action is characterized as a tort action is unsettled. This is the best way to manage and repair your business reputation. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina.
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