wellspring capital management lawsuit wellspring capital management lawsuit

to negotiate for release or indemnification, with the defendants arguing that such releases may have saved the post-restructuring company the expense of indemnifying the D&O Defendants in subsequent litigation. Designed By, https://www.wellspringcapital.co.uk/disclaimer. Id. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. [Amended Complaint, 37, 40]. However, the garage actually had only 402 parking spaces. The company will explode Rich!" 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. Most of them do not even contain any concrete information about the proposed AcuSport purchase or the likelihood of the Borrowers' default. Additionally, the plaintiff argues that the third element of New York's third-party beneficiary test is not met because there is no express intent in the Loan Agreements or the Amendments to compensate the defendants in the event the distributions were not paid and in fact, the Loan Agreement indicates the opposite by virtue of the inurement clause found in Section 13.1. 85]. 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 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. R. Civ. 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. 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. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. Why is this public record being published online? from 8 AM - 9 PM ET. Sounds like a tidy deal at year end [2017] made a lot of sense." The issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. This approach has historically delivered returns well above inflation Our clients Wellspring Capital Management, LLC; Wellspring Cap. Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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." The defendants argue that New York law should apply, first, because the Loan Agreements and the First and Second Amendments contain choice of law provisions stating that New York law will apply and second, because South Carolina choice of law analysis dictates that New York law should apply. 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. Flipbooks. Investment Philosophy; Target Investments; Portfolio Another email stated, in part: "Gotta get your interest? Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. . In April 2018, Prospect agreed to defer two quarters of cash interest payments. The firm's objective is to bring partnership, experience and value creation to each investment. At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners Munich, German Mnchen, city, capital of Bavaria Land (state), southern Germany. In Cyrus II, the court also acknowledged that the Fourth Circuit has found otherwise and determined that state choice of law rules should be used in bankruptcy cases. 2d 520, 529 n.14 (E.D. Password (at least 8 characters required). 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. Type: Company - Private. WELLSPRING CAPITAL MANAGEMENT ( CRD # 135455/SEC#:801-64341 ) WELLSPRING CAPITAL MANAGEMENT, WELLSPRING CAPITAL MANAGEMENT, INC. View latest Form ADV filed Part 2 Brochures. 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. 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. Sav. 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. These are high quality companies, essential to the national, regional, or global economy but whose fundamental qualities are underappreciated and undervalued by the market. 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 . About Wellspring Capital Management Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $4.4 billion of private equity capital. 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. 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. A constructive fraudulent conveyance exists under New York law if the conveyance was made without fair consideration and "(1) the transferor is insolvent or will be rendered insolvent by the transfer in question; (2) the transferor is engaged in or is about to engage in a business transaction for which its remaining property constitutes unreasonably small capital; or (3) the transferor believes that it will incur debt beyond its ability to pay." Wellspring Capital Management LLC operates as a private equity firm. 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. 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. Fund VI brings the firm's assets under management to more than $4.4 billion. Probitas Partners acted as exclusive placement agent and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel with respect to formation of Fund VI. 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. 2021 by wellspring capital Management. This article about a private equity or venture capital firm based in the United States is a stub. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. And the best part of all, documents in their CrowdSourced Library are FREE. 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. Wellspring Capital Management is a leading private equity firm headquartered in New York. 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. The defendants' motions to dismiss are granted. It identifies undervalued companies whose share price does not properly reflect the true value of the business. The Court now issues this order, granting the motions to dismiss for the reasons set forth below. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . When it comes to helping companies that show promise, Wellspring Capital Management is overflowing with support. Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. The Court addresses in this order only those arguments that clearly mandate dismissal. D. Del. 22-2003, 2023 WL 1098189 (3d Cir. January 12, 2022 Reputation Management. 2009). 19-80071-DD (Bankr. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. 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. Jan. 25, 2016) (alteration original). 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. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. 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. Adversary Proceeding No. [Amended Complaint, 32]. 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. 20-50554, 2021 WL 4823513 (Bankr. 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. *aUQBT&1#J$8Q)=WE9M'v1s_)GG+.kbN;yELi.UD1N{f'u$y`'GCJfS;4yXwbW${%^tcxG2}+/P@U `a$b6? All rights reserved. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. The firm's objective is to bring partnership, experience and value creation to each investment.