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See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. 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 SEC / JURISDICTION. Id. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. 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." 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 issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. The origins of Wellspring Philanthropic Fund are shrouded. 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). Div. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. 24. In Wellspring, the Delaware bankruptcy court held that an alleged duty of loyalty breach could survive a motion to dismiss where: Bear in mind that alleged is the operative word here. 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. Innovative Custom Brands, Inc. v. Minor, 2016 WL 308805, at *2 (S.D.N.Y. Our tight-knit culture enables transparent oversight and a streamlined decision-making process. These all relate to a proposed business transactionthe purchase by Ellett of AcuSport. The Loan Agreements and the First and Second Amendments each contain a choice of law provision, providing that New York law applies. 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). 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 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. Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. with actual intent . A finding that Prospect is a preexisting creditor compels the same result. The court must construe the allegations in the complaint in the light most favorable to the plaintiff. 20-50554, 2021 WL 4823513 (Bankr. endstream endobj startxref Consumers want to see how a business took care of business. The Firm also has a long history of collaboration with entrepreneurs and closely held businesses to achieve outsized growth, with a large percentage of our portfolio companies being transitioned from founder ownership. 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. The firms objective is to bring partnership, experience and value creation to each investment. 6. An action with multiple causes of action was commenced by Prospect Capital Corporation in South Carolina state court and was removed to this court on September 6, 2019. Copyright 2023 Ropes & Gray LLP. You have to know whats happening with clients, competitors, practice areas, and industries. . SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. Wellspring Capital Management prevailed in the sponsor-driven process for Center for Diagnostic Imaging, the country's largest private . It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). P. 12(b)(6) provides for dismissal of an action if the complaint "fail[s] to state a claim upon which relief can be granted." 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. Id. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. Wellspring Capital is a boutique discretionary management service - with a portfolio positioned for high performance. You can review interesting Flipbooks on my site. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 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. 3d 473, 506 (S.D.N.Y. E-mail: sandra@wellspring-cap.com; Videos. 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. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. e""8*&B In 2008, Wellspring Capital, through its fund Wellspring Capital Partners, acquired Ellett. 1994)). The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. They are not actionable. 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 . The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." This approach has historically delivered returns well above inflation. 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. Wellspring Capital Management Fund Manager Website www.wellspringcapital.com Fund Category Private Equity Close Date 0000-00-00 Fund Family Wellspring Capital Partners Native Currency USD Fund Manager's Location 605 Third Avenue 44th Floor New York, NY 10158 United States +1 (212) 000-0000 Fund Domiciles Canada 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 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. The firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. 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. 1001 to 5000 Employees. 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. 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. Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. 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. The December 26, 2017 email stated, "So you will waive [your interest payments]. Even among California Democrats, Newsom is still in the negatives, with 54% wanting him to sit out in 2024 and only 35% wanting him to run. Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. However, the garage actually had only 402 parking spaces. Public Records Policy. [Amended Complaint, 51]. The court considered whether the plaintiff had proved the tort of innocent misrepresentation. They are simply not statements of preexisting fact that were false when made. Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. Designed By, https://www.wellspringcapital.co.uk/disclaimer. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. At Wellspring we pride ourselves on client service. 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. The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. Fax: 877 376-7003. [Amended Complaint, 31]. 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. Litigation. The court stated that expressions of opinion are actionable under New York law, but further stated: New York courts have also stated that statements of "mere puffery", or "statements founded entirely on speculation concerning future profits from proposed business endeavors" are not actionable. This is the best way to manage and repair your business reputation. The Wellspring court dismissed the litigation trusts claim for breach of the fiduciary duty of care, holding that it was not adequately pled. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. 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. When typing in this field, a list of search results will appear and be automatically updated as you type. 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. Founded in 1995, Wellspring invests anywhere . D. Del. By teaming up with strong management, Wellspring is able to unlock underlying value and. In considering whether to grant a motion to dismiss under Rule 12(b)(6), the court may take judicial notice of matters of public record and may consider documents attached to the complaint and the motion to dismiss, "so long as they are integral to the complaint and authentic." 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. 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. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going .

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