wellspring capital management lawsuit

These are high quality companies, essential to the national, regional, or global economy but whose fundamental qualities are underappreciated and undervalued by the market. The Company specializes in private companies buyouts, acquisitions of divisions and subsidiaries of public companies, and going . Mar 19, 2019 New York private equity firm Wellspring Capital Management said Monday it has acquired Center for Diagnostic Imaging, a Minneapolis-based operator of MRI and CT scanners that. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. The portfolio manager is also a co-investor in the strategy. 92], Todd Boehly [Docket No. Wellspring is a cautionary tale for the fiduciaries of a distressed or potentially distressed corporationparticularly with respect to negotiations around release and/or indemnification provisions for those same fiduciaries. Under either New York or South Carolina law, the plaintiff's third cause of action for negligent misrepresentation fails to state a claim for which relief can be granted. 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. Wellspring Capital Management is a mega-sized private equity firm that focused on a variety of transaction situations. 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. Amazon Pauses Construction on Second Headquarters in Virginia as It Cuts Jobs, Amazon Is Closing Its Cashierless Stores in NYC, San Francisco and Seattle, iPhone Maker Plans $700 Million India Plant in Shift From China, Stock Traders Are Ignoring Blaring Bond Alarms, S&P 500 Notches Best Week Since Late January: Markets Wrap. Discretionary portfolio management with a difference, Make your investment with Wellspring Capital Management. Wellspring Capital is a boutique discretionary management service with a portfolio positioned for high performance. Wellsprings objective is to bring partnership, experience and value creation to each investment. Will His AI Plans Be Any Different? 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. Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. E-mail: sandra@wellspring-cap.com; Videos. Regardless, market participantsand equity sponsors in particularshould view Wellspring as an important reminder as to how both process and substance matter in restructuring negotiations. The defendants argue that this cause of action must be dismissed because the alleged misrepresentations were forward-looking statements and opinions; therefore, they are not actionable and cannot form the basis for a negligent misrepresentation cause of action. There are also no allegations concerning expenses. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. 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. You can help Wikipedia by expanding it. 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. 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. Federal Rule of Bankruptcy Procedure 7012(b) provides that Federal Rule of Civil Procedure 12(b) applies in adversary proceedings. 2009). The Court does not have to decide whether Prospect is a preexisting or a subsequent creditor. Defendant Bernard Ziomek is in default in this matter. Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. 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. Wellspring Capital Management, founded in 1995, is a middle-market private equity firm that has approximately $2 billion of private equity capital under management. 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. The. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital 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. A social media content creator signed an agreement with Birchbox in May of 2022 and hadn't been paid the $2,500 due as of Jan. 24, despite several emails to the company. 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. The Court now issues this order, granting the motions to dismiss for the reasons set forth below. R. Civ. 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. Fed. 24. The firm prefers to invest in the business services, industrial, packaging, healthcare services, restaurants . You have to know whats happening with clients, competitors, practice areas, and industries. For example, the October 27, 2017 email stated, "The only way to optimize is to merge with Acusport." 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. 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. Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions. The courts analysis of the duty of loyalty claim can be fairly characterized as limited, consisting of four short paragraphs that largely restate or simply quote the complaint. 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. 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. 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. The amended complaint further states that from October 2012 to October 2013, "Ellett achieved record sales and earned revenues of approximately $1.2 billion." EFFECTIVE DATE; SEC: Terminated: 3/2/2007: "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. 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. 1001 to 5000 Employees. Hiding negative complaints is only a Band-Aid. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: This site is for informational purposes only. San Francisco Bay Area, Silicon Valley), Operating Status of Organization e.g. Fax: 877 376-7003. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. Over the past 20 years, Wellspring has invested in over 35 platform investments across . 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. Founded in 1995, Wellspring invests anywhere . Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. After the defendants filed replies, the Court held a hearing on June 18, 2020. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. The amended complaint is dismissed. "[F]or purposes of Rule 12(b)(6), '[the court is] not required to accept as true the legal conclusions set forth in a plaintiff's complaint.'" In 2010, Bain Capital acquired the company for US$1.8 billion. At Wellspring we pride ourselves on client service. Try our Advanced Search for more refined results. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Description. The middle-market private equity firm invests in companies with strong business . 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 THIS LINK FOR FULL DISCLAIMER: https://www.wellspringcapital.co.uk/disclaimer. 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). 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." The plaintiff responds that the express terms of the choice of law provisions provide that the clause applies only to the parties to the Loan Agreements and the Amendments and that the defendants' indirect connection to the parties to the agreements, and the nature of their received benefit, a distribution, are not sufficient to render them third-party beneficiaries of the Loan Agreements and the Amendments. [Amended Complaint, 37, 40]. 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." On 05/20/2022 Wellspring Capital Management, LLC Wellspring Cap filed an Other lawsuit against Barry, III.This case was filed in U.S. Bankruptcy Courts, New York Southern Bankruptcy. Federal Rule of Bankruptcy Procedure 7012(b). articles a month for anyone to read, even non-subscribers! Flipbooks. N.D.N.Y. This is despite the fact that 57% of Californians and 37% of California Democrats do not want President Joe Biden to run, according to a poll from the Berkeley Institute of Governmental Studies. 89], Charles E. Walker, Jr. [Docket No. Adversary Proceeding No. Id. 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 . Founded in 1995, Wellspring Capital Management is a private equity firm headquartered in New York, New York. UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Consumers want to see how a business took care of business. See Sheehan v. Saoud, 650 Fed. The Debtors in the bankruptcy cases, pending in the District of Delaware, are SportCo Holdings, Inc.; Ellett Brothers, LLC; United Sporting Company, Inc.; Bonitz Brothers, Inc.; Evans Sports, Inc.; Jerry's Sports, Inc.; Outdoor Sports Headquarters, Inc.; Quality Boxes, Inc.; and Simmons Guns Specialties, Inc. Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction.

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