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The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. 401(k)/403(b) Plan Litigation Risk Management, Analytics & Behavioral Science Consulting (R&G Insights Lab), Committee on Foreign Investment in the United States (CFIUS), E-Discovery, Discovery Strategies & Data Analytics, Executive Compensation & Employee Benefits, Government Enforcement / White Collar Criminal Defense, Life Sciences Licensing, Collaborations & Joint Ventures, The Music Stops on the Texas Two-Step: Third Circuit Dismisses LTL Bankruptcy Case. The firm's objective is to bring partnership, experience and value creation to each investment. Specifically, Mr. Carles and Mr. Johnson represented to Prospect that a purchase of AcuSport would result in: (1) Debtors' capturing 20 to 30 percent of AcuSport sales; (2) Acquisition of $14 million worth of AcuSport's inventory at a significant discount; and (3) Realization of an immediate $7 million profit from the sale of the inventory acquired in the purchase. By teaming up with strong management, Wellspring seeks to unlock underlying value and pursue new growth opportunities through strategic initiatives, operating improvements and add-on acquisitions. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. Wellspring Sues Insurers To Fight Claims It Tanked Gun Seller Div. SportCos negotiations were led by a SportCo director, who was also the managing partner of Wellspring Capital, SportCos equity sponsor. 1996)). 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. Id. at 385. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. A finding that Prospect is a preexisting creditor compels the same result. There are no allegations in the amended complaint that the debtors' liabilities exceeded their assets at the time of the transfers. 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 2007) (citations omitted). 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. WELLSPRING CAPITAL MANAGEMENT LIMITED is registered in England and Wales under Company Number 12429146, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. 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. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. The plaintiff relies on the fact that Ellett was unable to pay the debt owed to Prospect at the time that it had to be paid in full; however, this is not the only relevant point in time. 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." The firm's objective is to . R. Civ. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. By Zachary Zagger (July 31, 2020, 9:56 PM EDT) -- 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 millions of dollars from gun seller United Sporting Cos. Inc., which blamed its bankruptcy on Donald Trump's win in the 2016 election. Access to case data within articles (numbers, filings, courts, nature of suit, and more. The Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. From October 2017 to April 2018, Mr. Carles and Mr. Johnson sent numerous emails to representatives of Prospect, attempting to induce Prospect to agree to forego exercising its rights in the event of a default. 70% of dealmakers say that investment managers share culpability for Id. Id. Wellspring Capital buys Center for Diagnostic Imaging - Minneapolis Wellspring Capital Management is a leading private equity firm headquartered in New York. Id. 598, 614 (Bankr. It had previously received notification, in early 2018, that the Borrowers would default on their obligation under the Loan Agreements and the Amendments in the second quarter of 2018. Use tab to navigate through the menu items. 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. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. Id. 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. $46H$DrGHi`0I"DE$"J(aH! 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. 91], Andrew Kupchik [Docket No. Antares Capital Supports Wellspring Capital Management's Acquisition of A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. Type: Company - Private. All business will get complaints. They are simply not statements of preexisting fact that were false when made. The amended complaint is dismissed. Wellspring Capital - Middle Market Private Equity Wellspring Capital Acquires Caring Brands International S.D. Id. 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. 2100 Geng Road, Suite 210 Palo Alto, CA 94303. Jan. 25, 2016) (alteration original). Wellspring CEO Takes Leave After Son Accused of Rape in Lawsuit N.D.N.Y. Your livelihoodand your sanitydepend . 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. 1001 to 5000 Employees. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. 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. 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). Broker-Dealers Business & Commercial Litigation Business Restructuring California Consumer Privacy Act Capital Markets Capital Solutions & Private Credit Charitable Foundations China Life Sciences Committee on Foreign Investment in the United States (CFIUS) Consumer Protection and Advertising Law Corporate & Securities Litigation Later emails berate Prospect's representative for failing to agree to the AcuSport purchase more quickly. Wellspring Capital Management is a mega-sized private equity firm that focused on a variety of transaction situations. The Court addresses in this order only those arguments that clearly mandate dismissal. Wellspring Capital Management Investor Profile: Portfolio & Exits PLEASE SEE THIS LINK FOR FULL DISCLAIMER: This site is for informational purposes only. Wellspring Capital Management - Investments, Portfolio & Company Exits 2d 317 (S.D.N.Y. at 382. It identifies undervalued companies whose share price does not properly reflect the true value of the business. Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States 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. The defendants argue that as a subsequent creditor, Prospect is required to plead actual fraud, and the amended complaint fails to do so. If you do not agree with these terms, then do not use our website and/or services. App'x 143 (4th Cir. Wellspring Capital Partners VI Profile: Investments & Returns | PitchBook Wellspring Capital Management is a leading middle-market private equity firm headquartered in New York. 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. The United States District Court for the District of South Carolina found in a fraudulent conveyance case, relying on Terry v. Walker, that South Carolina conflict of law rules should apply to determine the applicable substantive law. 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." 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. See Silvercreek Mgmt., Inc. v. Citigroup, Inc., 346 F. Supp. 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. Law360 provides the intelligence you need to remain an expert and beat the competition. 962 0 obj <>stream 1985). Wellspring Capital Management, LLC; Wellspring Cap. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries.