Posted By: Imright , 3/3/2023 9:31:52 PM. Alexander Carles' and Bradley Johnson's arguments are limited to the negligent misrepresentation cause of action, the only cause of action asserted against them. Sec'y of State for Def. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. 2007) (citations omitted). 20-50554, 2021 WL 4823513 (Bankr. On December 31, 2018, the Borrowers defaulted on their obligations under the Loan Agreements and the Amendments. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. The parties are in agreement that New York and South Carolina law regarding negligent misrepresentations are substantially similar and that as a result, the Court is not required to engage in a choice of law analysis as to the third cause of action. 930 0 obj <>/Filter/FlateDecode/ID[<6781EE974E7B2C4D9274E8F359D28E60>]/Index[915 48]/Info 914 0 R/Length 80/Prev 600062/Root 916 0 R/Size 963/Type/XRef/W[1 2 1]>>stream 544 and 550 and S.C. Code 27-23-10; and (3) negligent misrepresentations against Wellspring Capital, Mr. Carles, and Mr. Johnson. The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. Oil Producers Hand $128 Billionto Investors as Doubts Grow About Future of Fossil Fuels, Your Saturday Briefing: Trumps Comeback Plan, Wall Street Whistles Away, British Parents Turn to Home Equity to Help Young Buy Property, Japanese Unions Seek Biggest Pay Rise in 25 Years for Workers, Sorry, Fed, Most US Mortgage Rates Were Locked In During Pandemic Lows, Italys CDP Is Nearing Offer for Telecom Italia Network. Tenn. 1991); 11 U.S.C. The firm's objective is to bring partnership, experience and value creation to each investment. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. 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. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. D.S.C. Further, if the statement is solely a speculative prediction about some potential business venture or course of action being contemplated, it is not actionable. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. [Amended Complaint, 57]. 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. In fact, the amended complaint states that the distributions at issue here were made in October 2012 and March 2013. [cV3ljHkT/bx @A,20p1 ks to hinder, delay, or defraud either present or future creditors." 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). Law360 takes your privacy seriously. Martin Davis, 72; Created Modern Paramount, "Financial Firm Wellspring Capital to Take Penthouse at 605 Third Avenue", "Wellspring Capital Management taps $1.45bn Fund VI for Cadence Petroleum Group buyout", "SupplyOne Acquires Fellow Packaging Distributor Romanow Container", "Healthcare & Life Sciences Private Equity Deal Tracker: Wellspring Acquires Pentec Health", https://en.wikipedia.org/w/index.php?title=Wellspring_Capital_Management&oldid=1118006247, This page was last edited on 24 October 2022, at 18:15. David R. Duncan US Bankruptcy Judge District of South Carolina. The Wellspring ruling was not appealed, nor has any trial occurred on this matter. Exempt Reporting Advisers ("ERA") are investment advisers that are not required to register as investment advisers because they rely on certain exemptions from registration under sections 203 (l) and 203 (m) of the Investment Advisers Act of 1940 and related rules. 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. Fed. It identifies undervalued companies whose share price does not properly reflect the true value of the business. Haynsworth Sinkler Boyd, P.A. The February 20, 2018 stated, "You're [sic] economics are going down and the risk of chapter is going up. Fund VI will continue to pursue Wellspring's investment objective to acquire or invest in middle-market companies that are well-positioned to capitalize on change and can benefit from Wellspring's operating and financial expertise. 112]. Wellspring Capital manages an investment portfolio of between 10 and 15 international stocks. Wellspring Capital Management is a leading private equity firm headquartered in New York. [Amended Complaint, 51]. 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. 91], F. Hewitt Grant [Docket No. $46H$DrGHi`0I"DE$"J(aH! Id. These facts, as recited in the complaint, are taken as true for purposes of the motions to dismiss. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. 541, 546 (Bankr. Sav. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Id. 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. P. 12(b)(6). At the conclusion of the hearing, the Court took the motions under advisement. 85]. R. Civ. Many of the facts underlying the Wellspring decision are neither unique nor unusual. 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. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. 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. 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. v. Holmes (In re Holmes), 610 B.R. The elements of a negligent misrepresentation claim under New York law are: The plaintiff also cites King County, Washington v. IKB Deutsche Industriebank, 863 F. Supp. 1001 to 5000 Employees. Another email stated, in part: "Gotta get your interest? Note: This site is for informational purposes only. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through six private equity funds. @S1 $82N+ZJ | & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. In 2008, Wellspring Capital, through its fund Wellspring Capital Partners, acquired Ellett. The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. [Amended Complaint, 31]. Relevant here: the plaintiff/litigation trust alleged that SportCos directors: Finally, the litigation trust also asserted a variety of other counts in its complaint related to other facts, circumstances, and actions that are not the subject of this Alert. Menu Home; Rankings. Over $134 million of the loan proceeds were used to fund distributions to Wellspring Capital Partners, WCM GenPar IV, L.P., WCM GenPar IV GP, LLC, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik (collectively, the "Transferee Defendants"). Their most recent acquisition was Caring Brands International on Oct 25, 2021. 2016) (citing numerous cases, recognizing disagreement among courts regarding whether fraudulent conveyance action is a tort action); MainStreet Bank v. Nat'l Excavating Corp., 791 F. Supp. 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. When typing in this field, a list of search results will appear and be automatically updated as you type. The Court addresses in this order only those arguments that clearly mandate dismissal. Accordingly, Wellspring reinforces the importance of disinterested governance and arms length dealing in connection with the restructuring process. 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. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. [Amended Complaint, 37, 40]. 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. Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. 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. Wellsprings investment professionals possess diverse and complementary backgrounds that combine valuable experience in private equity, restructuring, corporate finance, capital markets and corporate law. Since its founding in 1995, Wellspring has raised over $4 billion of initial capital commitments through . Designed By, https://www.wellspringcapital.co.uk/disclaimer. Tex. Bloomberg View columnist Barry Ritholtz looks at the people and ideas that shape markets, investing and business. (Compl. Salaries posted anonymously by Wellspring Capital Management employees. 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." 1991) (unpublished table decision). The court addressed the dissent's finding, that the defendant's determination of the number of parking spaces was a matter of judgment or opinion and was therefore unactionable. endstream endobj startxref Home; About Us; Investment Approach. To this end, Wellspring reinforces two key principles in particular: We encourage you to contact your Ropes & Gray team to discuss these matters more fully. The alleged statements simply do not constitute actionable statements that can form the basis of a negligent misrepresentation claim. Industry: Investment & Asset Management. A former Wellspring Capital Management employee filed a lawsuit against the son of Wellspring chief executive Bill Dawson, alleging that he raped her and that Bill Dawson threatened to. REGISTRATION STATUS. The firm's objective is to bring partnership, experience and value creation to each investment. 1996)). 987, 999-1000 (Bankr. In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. Headquarters Location Lever House 390 Park Avenue New York, New York, 10022, United States 2009). The amended complaint also details numerous emails sent by Mr. Carles and Mr. Johnson to a representative of Prospect, urging Prospect to defer its right to payment in the event of a default. Marlow v. Oakland Gin Co. (In re The Julien Co.), 128 B.R. 3d 473, 506 (S.D.N.Y. 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. We look forward to carrying forward that vision and continuing our success in the years ahead.". Hiding negative complaints is only a Band-Aid. See Sheehan v. Saoud, 650 Fed. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir. Wellspring Capital Management is a leading private equity firm headquartered in New York. 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