wellspring capital management lawsuit

Id. The plaintiff responds that the statements relate to presently existing facts and that opinions are actionable in a negligence context. 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 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. It is Bavaria's largest city and the third largest city in Germany (after Berlin and Hamburg). Copyright 2023 Ropes & Gray LLP. 19-80071-DD (Bankr. endstream endobj startxref The assignment was executed in New York, but the personal property was located in South Carolina at the time the assignment was executed. GitHub export from English Wikipedia. As we here at Ropes & Gray look back on 2021 and ahead into 2022, we call your attention to the lessons of Friedman v. Wellspring Capital Mgmt., LLC (In re SportCo Holdings, Inc.), Case No. Fax: 877 376-7003. Marlow v. Oakland Gin Co. (In re The Julien Co.), 128 B.R. Wellspring also rejected in cursory fashion the defendants argument that it is not necessarily a breach . 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 Partners of Wellspring constitute a long-tenured team, having worked together an average of 15 years over three funds. 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. Wellspring Capital Management is an American private equity firm focused on leveraged buyout investments in middle-market companies across a range of industries. I Shall [Not] Be Released: Wellspring, Director Releases, breached their duty of care, since the directors refused to reasonably maximize corporate value by killing the restructuring on account of releases/indemnity (, breached their duty of loyalty, since they placed their own self-interests above those of their fiduciaries [. 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. 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. Lister v. NationsBank of Delaware, N.A., 329 S.C. 133, 143 (Ct. App. [4] Wellspring completed fundraising on its sixth fund in 2018 with $1.45 billion of investor commitments as a successor to its $1.2 billion 2011 Fund V.[3], Wellspring focuses on the packaging, healthcare, niche manufacturing and distribution sectors.[5][6]. 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. In re Merritt Dredging Co., Inc., 839 F.2d 203, 205 (4th Cir. Over the past 20 years, Wellspring has invested in over 35 platform investments across . The firm's objective is to bring partnership, experience and value creation to each investment. Since its founding in 1995, Wellspring has raised over $4.0 billion of initial capital commitments through six private equity funds. e""8*&B 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. The parties disagree on what law should applyfederal or state, and further if state law applies, New York or South Carolina. Please Update this case to get latest docket information. 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. The plaintiff's third cause of action, for negligent misrepresentation against defendants Wellspring Capital, Mr. Carles, and Mr. Johnson, must also be dismissed. About Wellspring Capital Management Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $4.4 billion of private equity capital. 2012) and West Side Fed. 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. . Designed By BM Designs. Wellspring has one of the best track records in middle-market private equity; its people, capital and reputation bring certainty to transactions. Make your practice more effective and efficient with Casetexts legal research suite. Founded in 1995, Wellspring invests anywhere . articles a month for anyone to read, even non-subscribers! Middle Market Private Equity. . The origins of Wellspring Philanthropic Fund are shrouded. Use tab to navigate through the menu items. "To survive a motion to dismiss, 'a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face."'" Accordingly, SportCo began negotiations with certain of its lenders around a potential restructuring transaction. Its success is based on a portfolio that, since inception in 2014, has delivered double digit returns on an annualised basis. 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. Jan. 30, 2023). It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice. The seller, PE outfit Levine Leichtman Capital Partners, purchased the company in 2015. We look forward to hearing from you. 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. The plaintiff, Ronald J. Friedman, the trustee for the SportCo Creditors' Liquidation Trust, filed an omnibus response to the motions to dismiss [Docket No. If you want your business to survive, you need to understand your-self. These tools have been used since the firm's inception in 1995 to generate consistent business improvement in its portfolios. Description. 92], Todd Boehly [Docket No. Prior results do not guarantee a similar outcome. The court must construe the allegations in the complaint in the light most favorable to the plaintiff. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. & Loan Ass'n v. Hirschfeld, 476 N.Y.S.2d 292 (N.Y. App. 2005)). PLEASE NOTE: A verification email will be sent to your address before you can access your trial. 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. Finally, although the plaintiff asserts that federal conflict of law principles should apply, he argues that even under South Carolina conflict of law rules, South Carolina law should apply. By teaming up with strong management, Wellspring is able to unlock underlying value and It identifies undervalued companies whose share price does not properly reflect the true value of the business. Time to Read: 6 minutes The court stated: See Credit Alliance Corp. v. Arthur Anderson & Co., 65 N.Y.2d 536 (NY App. The Firm will consider buyouts of private companies, acquisitions of divisions or subsidiaries of public companies, shareholder liquidity needs, partnering with entrepreneurs for growth opportunities, and special situations. A second amendment to the Loan Agreements (the "Second Amendment") was executed on September 30, 2014. 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. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. And the best part of all, documents in their CrowdSourced Library are FREE. 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. 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. As part of the debt management process, it said it would close 375 of its 1,300 stores. In an email obtained by . Wellspring Capital Management is a middle-market private equity firm that has approximately $2 billion of private equity. Corporate Advocacy Program. Angel, Fund of Funds, Venture Capital), General contact email for the organization. Full title:Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation, Court:UNITED STATES BANKRUPTCY COURT DISTRICT OF SOUTH CAROLINA. Wellspring Capital Management, LLC; Wellspring Cap. Wellsprings objective is to bring partnership, experience and value creation to each investment. The defendants asserted common arguments in support of dismissal, but all arguments made in support of dismissal were not asserted by each defendant. For purposes of South Carolina law, the parties disagree whether Prospect was a preexisting creditor or a subsequent creditor. We are motivated and incentivised to succeed. D.S.C. Wellspring Capital Management LLC operates as a private equity firm. Posted By: Imright , 3/3/2023 9:31:52 PM. The defendants' motions to dismiss are granted. After all, corporate decisionmakers are often tasked with choosing a path where outcomes are at best uncertain. You can review interesting Flipbooks on my site. 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 issue in Merritt Dredging was the sale of a barge and the priority of parties' interests in the proceeds of the sale. 987, 999-1000 (Bankr. Wellspring brought its assets under management to more than $4.4 billion as of January 2018. 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. To summarize New York law, then, it appears that opinions can be actionable, but are not always actionable. Wellspring Capital Management, founded in 1995, is a leading middle-market private equity firm that manages more than $3 billion of private equity capital. 609, 614 (Bankr. Div. Hiding negative complaints is only a Band-Aid. It identifies undervalued companies whose share price does not properly reflect the true value of the business. Wellspring Capital Management has acquired 38 organizations. You can help Wikipedia by expanding it. W.D. 915 0 obj <> endobj from 8 AM - 9 PM ET. Id. Id. View contacts for Wellspring Capital Management to access new leads and connect with decision-makers. Contact:KekstMark Semer or Peter Hill212.521.4800, Cision Distribution 888-776-0942 Id. All rights reserved. hXO8WtVH,~W"I/ {;N7'0HAA0%`Ih5L!p! All business will get complaints. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, We have interesting videos for you to watch on my site. Oct. 14, 2021) (Stickles, J.) Therefore, a finding that Prospect is a subsequent creditor would require dismissal of the first and second causes of action. A finding that Prospect is a preexisting creditor compels the same result. [Amended Complaint, 49]. This approach has historically delivered returns well above inflation. 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"). . Shoe designer and creative Salehe Bembury takes us on a journey from his childhood growing up in Manhattan, to an invaluable degree in industrial design, to working with some of the biggest names in fashionbefore breaking off to make his own name. A former employee of Wellspring Capital Management filed a lawsuit in a New York Thursday alleging that the CEO's son, Christopher Dawson, drugged and repeatedly raped her one night in the. They are not actionable. Id. PLEASE SEE THIS LINK FOR FULL DISCLAIMER: This site is for informational purposes only. Ronald J. Friedman, as the trustee for the SportCo Creditors' Liquidation Trust, Plaintiff, v. Wellspring Capital Management, LLC, Wellspring Capital Partners IV, L.P., WCM Genpar IV, L.P., WCM Genpar IV GP, LLC, Alexander E. Carles, Bradley Johnson, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly, Bernard Ziomek, and Andrew Kupchik, Defendants. Will His AI Plans Be Any Different? California Weighs $360,000 in Reparations to Eligible Black Residents. SEC / JURISDICTION. There are different definitions of insolvency. Tow v. Rafizadeh (In re Cyrus II P'ship), 413 B.R. 598, 614 (Bankr. In the legal profession, information is the key to success. The elements of a negligent misrepresentation claim under South Carolina law are as follows: Turning now to the present case, the third cause of action must be dismissed under either New York or South Carolina law because the statements that the plaintiff asserts constituted negligent misrepresentations were all statements regarding potential outcomes of a potential business endeavor; thus, they relate to future events and cannot form the basis of a negligent misrepresentation claim. SportCo later filed a free fall bankruptcy and liquidatedallegedly causing substantial losses for unsecured creditors that would not have occurred had SportCo accepted that agreement in principle allegedly reached in December 2018. 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 firm prefers to invest through means of carveout, buyouts, add-on, public to private and growth capital. 1001 to 5000 Employees. The middle-market private equity firm invests in companies with strong business . 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. 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. The December 26, 2017 email stated, "So you will waive [your interest payments]. These emails can hardly be considered negligent misrepresentations. (Wellspring). 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. REGISTRATION STATUS . See Francis v. Giacomelli, 588 F.3d 186, 192 (4th Cir. Wellspring targets investments with the following characteristics: 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 The Court addresses in this order only those arguments that clearly mandate dismissal. See Scheidelman v. Henderson (In re Henderson), 423 B.R. Consumers want to see how a business took care of 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. The District Court discussed the South Carolina Supreme Court's decision in Sheldon v. Blauvelt, 29 S.C. 453 (1888). Wellspring Capital and the D&O Defendants grossly and recklessly mismanaged the business and carried out their respective roles in a manner that was devoid of reasonable inquiry and diligence in dereliction of their fiduciary duties to Prospect as a creditor of the increasingly insolvent enterprise. Wellspring partners with highly qualified and motivated senior management teams, actively working together to unlock a companys potential by providing ongoing financial, strategic and operational support. In King County, the court considered suits by investors seeking to recover losses incurred after the collapse of a structured investment vehicle. 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. New York law regarding third party beneficiaries provides: With respect to South Carolina's choice of law analysis, South Carolina conflict of law principles provide that "the substantive law governing a tort action is determined by the state in which the injury occurred." Law360 provides the intelligence you need to remain an expert and beat the competition. at 613-14. at 382. It featured lower-priced clothing and was Gymboree's direct competitor for The Children's Place and Old Navy.. In considering what choice of law provisions to apply, the Fourth Circuit stated: The Court notes that there is a specific fraudulent conveyance section of the Bankruptcy Code. Twitter Revenue, Earnings Fell About 40% in December, WSJ Says, John Malone andCharter Directors Agree to $87.5 Million Settlement, China E-Commerce Giant JD Set for $1.4 Billion Discount Spree, Between Rounds of Golf, Trumps Searching for the Perfect DeSantis Diss, Your Saturday UK Briefing: Sunak Chalks Up a Win as the Budget Looms, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61, The Exhibit Reality TV Show PittingArtist Against ArtistIs No Masterpiece. The court considered whether inaccurate credit ratings can form the basis for a negligent misrepresentation claim. 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. The firm, which is based in New York City, was founded in 1995 by Martin Davis and Greg Feldman. Id. 2008) (citing Southmark Corp. v. Crescent Heights VI, Inc. (In re Southmark Corp.), 95 F.3d 53, 53, n.7 (5th Cir. Wellspring Capital Management is a middle-market private equity financing firm. When it comes to helping companies that show promise, Wellspring Capital Management is overflowing with support. [Amended Complaint, 51]. We work with successful motivated individuals to help them achieve their investment and wealth management objectives. The District Court in Ashmore for Wilson stated: The parties' arguments regarding what law applies to the plaintiff's fraudulent conveyance claims present some complicated and novel questions; however, it is not necessary for the Court to decide whether the defendants are third party beneficiaries of the Loan Agreements or the Amendments. Id. Revenue: $500 million to $1 billion (USD) Competitors: Unknown. Designed By, https://www.wellspringcapital.co.uk/disclaimer. Already a subscriber? 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. Wellspring Capital Management. The defendants argue that in the event the Court finds the choice of law provision does not apply, South Carolina choice of law principles should be consulted to reach a finding that New York law applies. Wellspring CEO Bill Dawson is taking a leave of absence, the firm said Tuesday Last week a shocking lawsuit was filed against his son Christopher It claims he drugged and violently raped and. 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. with actual intent . The case status is Pending - Other Pending. See Sheehan v. Saoud, 650 Fed. July 5, 2017). 8h`6$67Xn@,`& 23, 2006) (stating that some courts characterize fraudulent conveyance actions as tort actions, while others characterize them as matters in equity). This is the best way to manage and repair your business reputation. We look forward to carrying forward that vision and continuing our success in the years ahead.". Id. S.D. As with the plaintiffs assertions around disinterested governance, such allegations may (or may not) bear any semblance to the actual facts. 1997) (citing Bannister v. Hertz Corp., 316 S.C. 513 (Ct. App. Since its founding in 1995, Wellspring has raised over $4.5 billion of initial capital commitments through six private equity funds. 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. Contribute to chinapedia/wikipedia.en development by creating an account on GitHub. Your livelihoodand your sanitydepend . 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. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. Their most recent investment was on Jan 1, 2020, when Steele Solutions raised Bill Dawson is taking time off from his $2.2 billion private equity firm Wellspring Capital Management, which will investigate the claims of . Reputation Management. We believe that this breadth and depth of experience enables the team to efficiently evaluate and complete acquisition opportunities across a broad range of industries. At the conclusion of the hearing, the Court took the motions under advisement. We charge a minimal base fee and the rest is performance fees we generate for clients and not on the amount of capital clients allocate. This article about a private equity or venture capital firm based in the United States is a stub. 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. Total number of employee profiles an organization has on Crunchbase, Total number of Crunchbase contacts associated with this organization, Descriptive keyword for an Organization (e.g. 2010); Saifullah v. Johnson, 948 F.2d 1282, at *1 (4th Cir. Ellett achieved high sales and revenues and had significant operations until sometime in 2016, when its profits began to decrease. In connection with this contemplated purchase, Alexander Carles, a managing partner of Wellspring Capital and an officer and director of SportCo and its subsidiaries, and Bradley Johnson, the president and chief executive officer of SportCo and its subsidiaries, sought to convince Prospect to forbear from exercising any remedies in the event of a payment default. The emails, often using colorful language and harassing tones, essentially represent to Prospect that if the AcuSport transaction is not completed, Prospect will not get paid on its obligations. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. David R. Duncan US Bankruptcy Judge District of South Carolina. 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. [Amended Complaint, 57]. 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? 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. 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. In particular, the bankruptcy court held that the allegations failed to support a conclusion that the SportCo directors were somehow acting on an uninformed basis or that the rejection of the out-of-court restructuring was grossly negligent. 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. The plaintiff does not dispute that the amended complaint does not plead actual fraud, and it clearly does not. Andrew Kupchik argued dismissal was necessary due to Prospect's ratification and/or consent to the distributions, due to failure to state a claim under New York law because of lack of insolvency and failure to state a claim under South Carolina law due to failure to plead actual fraud, due to the expiration of the statute of limitations on the fraudulent conveyance claims, and due to failure to plead the existence of a triggering unsecured creditor. 2020) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). This preference is a result of the Firms differentiated and conservative approach to leverage, in addition to a transparent oversight model, which is driven by our small group of senior professionals and absence of bureaucracy. "); Terry v. Walker, 2006 WL 736861, at *5 (W.D. CDI's smaller Atlanta peer said to weigh sale in '18. A free inside look at Wellspring Capital Management salary trends based on 22 salaries wages for 17 jobs at Wellspring Capital Management. Why is this public record being published online? Todd Boehly filed a joinder to the Wellspring Defendants' motion to dismiss. Wellspring has earned the reputation as a trusted, reliable partner and is often the preferred partner of a portfolio companys senior management team. The 2011 Wellspring Capital Partners V LP was fully invested at $1.2 billion and has generated positive returns for its investors to-date. York Capital Management Feb 2021 - Present2 years 1 month New York, New York, United States Wellspring Capital Management LLC 13 years 5 months Partner Dec 2016 - Dec 20204 years 1 month. 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 . In Ashmore for Wilson, the District Court considered the question of how a fraudulent conveyance claim should be characterized for conflict of law purposes. Nor is it necessary for the Court to decide whether New York or South Carolina law applies under South Carolina's choice of law principles. P. 12(b)(6). Practices: Despite that agreement in principle, it was alleged in relevant part that: Unable to agree on the release and indemnification issue, SportCos out-of-court restructuring failed, and SportCo defaulted on its funded debt shortly thereafter. 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. Defendant Wellspring Capital Management LLC is a Delaware limited liability company with its principal place of business at 390 Park Avenue, New York, New York 10022. Investment Philosophy; Target Investments; Portfolio 2100 Geng Road, Suite 210 Palo Alto, CA 94303. %%EOF 2009). The South Carolina Supreme Court stated that New York law would govern the validity of the transfer before it, unless applying New York law would result in a violation of South Carolina public policy. 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.