A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. Tenn. 1991); 11 U.S.C. Brought up in a family enjoying long-term success in real estate investment, Avrohom instead turned to the stock market. These emails may be a lot of things, but negligent misrepresentations they are not. [cV3ljHkT/bx
@A,20p1 ks
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. Why is this public record being published online? F. Hewitt Grant asserted the lack of a triggering creditor due to Prospect Capital Corporation's knowing participation in the transfers and failure to state a claim under New York law due to lack of insolvency and under South Carolina law due to failure to plead actual fraud. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. The basic complaint is that Wellspring directors put self-interests above those of the company and its creditors. at *3 (quoting In re Sharp Int'l Corp., 403 F.3d 43, 53 (2d Cir. After all, corporate decisionmakers are often tasked with choosing a path where outcomes are at best uncertain. 8h`6$67Xn@,`&
2005)). Private equity firm Wellspring Capital Management has acquired Caring Brands International, parent company of home health and hospice franchise company Interim Healthcare, for an undisclosed amount. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. Wellspring, founded in 1995, has raised more than $4 billion of capital commitments through six private equity funds, according to its website. 'Ov}b0. 19-80071-DD (Bankr. The middle-market private equity firm invests in companies with strong business . For the reasons set forth above, the first, second, and third causes of action set forth in the plaintiff's amended complaint fail to state claims for which relief can be granted. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. 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. Designed By, https://www.wellspringcapital.co.uk/disclaimer. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. 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 targets investments with the following characteristics: From reading the Financial Times at school to managing his first portfolio at just 18, he has built Wellspring Capital into a nationwide wealth management boutique. e""8*&B 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. at 358. (quoting Bell Atl. Wellspring Capital Management is a leading private equity firm headquartered in New York. We look forward to hearing from you. The amended complaint contains no allegations that either Ellett, with respect to the first cause of action, or SportCo, with respect to the second cause of action, was insolvent at the time of the distributions or became, at the time of the transfers, insolvent as a result of the transfers. D.S.C. 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. EFFECTIVE DATE; SEC: Terminated: 3/2/2007: 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 son of sexual assault. They are not actionable. 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. This Supreme Court Case Could Redefine Crime, YellowstoneBackers Wanted to Cash OutThen the Streaming Bubble Burst, How Countries Leading on Early Years of Child Care Get It Right, Female Execs Are Exhausted, Frustrated and Heading for the Exits, No Major Offer Expected on Childcare in UK Budget, Biden Gives Medal of Honor to Trailblazing Special Forces Member, Climate Change Is Launching a MutantSeed Space Race, UK Braces for Rare Weather Event That Risks Late-Winter Freeze, This Former Factory Is Now New Taipeis Edgiest Project, What Do You Want to See in a Covid Memorial? Business Restructuring,
The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. App'x 143 (4th Cir. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. . @S1 $82N+ZJ | Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Active, Closed, This describes the type of investor this organization is (e.g. v. Holmes (In re Holmes), 610 B.R. While property interests are defined by state law in the absence of a compelling federal interest, the Court would look to the Bankruptcy Code in making a determination of whether property is property of the estate under section 541. & Loan Ass'n of New York City, the plaintiff loaned funds to the defendant, secured by a mortgage on a parking garage. Limited partners include leading pension funds, endowments, fund of funds and family offices from the U.S., Europe and Asia. 598, 614 (Bankr. Law360 provides the intelligence you need to remain an expert and beat the competition. Id. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. 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. 2d 520, 529 n.14 (E.D. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. William F. Dawson, Jr., Chief Executive Officer of Wellspring, said, "My partners and I are pleased to complete the successful raising of Wellspring's sixth fund, which is a direct result of the strong relationships we have built with the investment community over many years and the returns we have generated. The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." 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. %PDF-1.5
%
The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. At all times relevant to these claims, Wellspring Capital controlled (a) Wellspring Capital Partners In Fall 2018, SportCo Holdings, Inc. (SportCo) was facing severe financial distress. In an email obtained by . The defendants argue that Prospect is a subsequent creditor, because it had knowledge of and approved of the distributions prior to them being completed. REGISTRATION STATUS. Jan. 25, 2016) (alteration original). Revenue: $500 million to $1 billion (USD) Competitors: Unknown. Fund VI brings the firm's assets under management to more . Law360 takes your privacy seriously. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. Angel, Fund of Funds, Venture Capital), This describes the stage of investments made by this organization (e.g. 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. 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 . R. Civ. View Videos. Wellspring Capital Management is a leading private equity firm headquartered in New York. Make your practice more effective and efficient with Casetexts legal research suite. 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. Please see our Privacy Policy. 2012) and 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. 962 0 obj
<>stream
endstream
endobj
startxref
Wellsprings facts, as alleged, are fairly straightforward. Password (at least 8 characters required). Try our Advanced Search for more refined results. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. at 385. 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. 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 defendants' motions to dismiss are granted. Less than a year later, the liquidation trustee sued Wellspring and related parties, alleging breaches of fiduciary duty of care and loyalty. The December 26, 2017 email stated, "So you will waive [your interest payments]. The amended complaint is dismissed. Id. Musk Made a Mess at Twitter. 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. A finding that Prospect is a preexisting creditor compels the same result. Therefore, the plaintiff argues that he is only required to establish constructive fraud. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. The amended complaint does not allege that either Ellett or SportCo was insolvent at the time of the transfer or became insolvent as a result of the transfer. 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 firm's objective is to bring partnership, experience and value creation to each investment. At the conclusion of the hearing, the Court took the motions under advisement. 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 complaint must provide more than mere "labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." (Wellspring). Angel, Fund of Funds, Venture Capital), General contact email for the organization. Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. 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. Investment Philosophy; Target Investments; Portfolio ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. 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.