UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO et al.,

Debtors.1

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DRIVETRAIN, LLC, in its capacity as the trustee 

of the Commonwealth Avoidance Actions Trust,

Plaintiff,

-vBARCLAYS CAPITAL, et al.

Defendants.

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PROMESA

TITLE III

Case No. 17-BK-3283-LTS

(Jointly Administered)

Adv. Proc. No. 19-00280

1. The Debtors in these Title III Cases, along with each Debtor’s respective Title III case numbe r and

the last four (4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of 

Puerto Rico (Bankruptcy Case No. 17-BK-3283- LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico 

Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17-BK-3284-LTS) (Last Four Digits of Federal 

Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17-BK- 3566-LTS) (Last Four Digits of Federal Tax 

ID: 9686); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) (Last Four 

Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-

BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as Bankruptcy Case 

numbers due to software limitations). 

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 Exhibit B

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UNOPPOSED MOTION OF AVOIDANCE ACTIONS TRUSTEE FOR ENTRY OF 

ORDER EXTENDING STAY OF ADVERSARY PROCEEDING

Plaintiff, Drivetrain, LLC (“Trustee”), in its capacity as the trustee of the Commonwealth 

Avoidance Actions Trust (the “Avoidance Actions Trust”),

2

respectfully submits this unopposed 

motion (the “Motion”) for entry of an unopposed order, substantially in the form attached to the 

Motion as Exhibit A, regarding an extension of the stay of the above-captioned adversary 

proceeding through and including September 15, 2022. In support of this Motion, the Trustee

respectfully states as follows: 

FACTUAL BACKGROUND

1. On March 29, 2019, the Court entered an order [Docket No. 6086] (“Procedures 

Order”) granting the Official Committee of Unsecured Creditors’

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(“Committee”) motion [Docket 

No. 5997] seeking, among other things, to establish procedures with respect to the disclosure of

certain causes of actions to be asserted by the Financial Oversight and Management Board 

(“Oversight Board”) on behalf of the Debtors and to establish a procedure for the potential 

appointment of a trustee pursuant to Section 926 of the Bankruptcy Code due to the imminent

expiration of the deadlines to commence actions under section 546(a) of the Bankruptcy Code.

2. The Committee, the Oversight Board, and the Special Claims Committee of the 

Financial Oversight and Management Board (“Special Claims Committee”), after numerous meet 

and confer sessions, agreed to a framework, embodied in a stipulation, to pursue causes of action 

2. The Confirmation Order provides that “The Avoidance Actions Trust shall consist of the Avoidance Actions 

Trust Assets. On the Effective Date, the Debtors shall transfer all of the Avoidance Actions Trust Assets to the 

Avoidance Actions Trust and, in accordance with section 1123(b)(3)(B) of the Bankruptcy Code, the Avoidance 

Actions Trust shall have the sole right, authority, and standing to prosecute, settle or otherwise dispose of all 

Avoidance Actions, including, without limitation, those set forth on Exhibits A and B to the Plan, as of the Effective

Date.” Order And Judgment Confirming Modified Eighth Amended Title III Joint Plan Of Adjustment Of The 

Commonwealth Of Puerto Rico, The Employees Retirement System Of The Government Of The Commonwealth Of 

Puerto Rico, And The Puerto Rico Public Buildings Authority [DE 19813] at paragraph 19.

3. The Committee is the Official Committee of Unsecured Creditors for all Title III Debtors, other than PBA 

and COFINA. 

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belonging to the Commonwealth, memorialized in the Stipulation and Agreed Order by and Among 

Financial Oversight and Management Board, its Special Claims Committee, and Official 

Committee of Unsecured Creditors Related to the Joint Prosecution of Debtor Causes of Action

[Docket No. 6524]4, which was so ordered by the Court on April 26, 2019.

3. On May 2, 2019, the Special Claims Committee and the Committee (the “PreConfirmation Plaintiffs”) filed the Adversary Complaint (the “Complaint”) [ECF No. 1] against 

the Underwriter Defendants5seeking damages and recovery of fraudulent transfers from the 

Defendants relating to their alleged provision of professional services in connection with financial 

transactions of the Debtors (the “Adversary Proceeding”).

4. Around the same time that the Special Claims Committee and Committee filed 

these adversary proceedings, the Special Claims Committee and Committee entered into 

approximately 100 tolling agreements with vendors to toll the statute of limitations under similar 

fraudulent and preferential transfer theories.

5. On July 25, 2019, the Court entered its Order Regarding Stay Period and 

Mandatory Mediation [ECF No. 13], which stayed this proceeding before any notices of 

appearance by Defendants, motion practice, or discovery. 

6. On March 10, 2020, following several related orders staying this Adversary 

Proceeding, this Court issued its Final Order Regarding (A) Stay Period, (B) Mandatory 

Mediation, And (C) Certain Deadlines Related Thereto (the “Stay Order”) [ECF No. 22]. Pursuant 

4. References to filings in Case No. 17-3283 are denominated as “Docket No.” and references to filings in this 

adversary proceeding are denominated as “ECF No.__.”

5. The Underwriter Defendants are the named defendants in these proceedings, which are identified as Barclays 

Capital, BMO Capital Markets, Citigroup Inc., Goldman Sachs & Co., Jefferies Group LLC, J.P. Morgan Chase & 

Co., Merrill Lynch Capital Services, Inc., Mesirow Financial, Inc., Morgan Stanley, Raymond James, Ramirez & Co., 

Inc., Santander Securities, Scotia MSD, Sidley Austin LLP, UBS Financial Services Inc. of Puerto Rico, BofA 

Securities, RBC Capital Markets, VAB Financial, and TCM Capital.

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to the Stay Order, this Court ordered that this Adversary Proceeding be stayed pending 

confirmation of the Oversight Board’s proposed plan of adjustment (as may be amended, modified, 

or supplemented, the “Amended Plan”)6and unstayed once the Amended Plan is confirmed and

becomes effective. 

7. On September 17, 2021, the Pre-Confirmation Plaintiffs filed their Urgent Motion 

for Leave of Court to File First Amended Adversary Complaint [ECF No. 25], solely to add PBA 

as a Title III Debtor. The Court granted this motion on September 27, 2021 [ECF No. 27].

8. The case remained stayed for over 30 months while the Oversight Board and all 

other interested parties proceeded forward with the confirmation process. 

9. Pursuant to the Order and Judgment Confirming Modified Eighth Amended Title III

Joint Plan of Adjustment of the Commonwealth of Puerto Rico, The Employees Retirement System

of the Government of the Commonwealth of Puerto Rico, and the Puerto Rico Public Buildings 

Authority [Docket No. 19813] (“Confirmation Order”), this Court provided for the creation of the 

Avoidance Actions Trust and the Trustee.

10. Specifically, “[o]n the Effective Date, the Debtors shall transfer all of the 

Avoidance Actions Trust Assets to the Avoidance Actions Trust and, in accordance with section 

1123(b)(3)(B) of the Bankruptcy Code, the Avoidance Actions Trust shall have the sole right, 

authority, and standing to prosecute, settle or otherwise dispose of all Avoidance Actions, 

including, without limitation, [this action] as of the Effective Date.” Id. at 19.

11. As used in the Confirmation Order and the Amended Plan it confirmed, the 

“Avoidance Actions” include this Adversary Proceedings, which includes 18 named Defendants 

6 More specifically, Trustee defines “Amended Plan” as the Modified Eighth Amended Title III Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al., dated January 14, 2022 [ECF No. 19784]. 

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and other tolled, unnamed Defendants. In addition, the Trust contains over 80 of the PreConfirmation Avoidance Actions and numerous tolled claims.

12. On March 15, 2022, the Trustee was appointed.

13. Pursuant to an unopposed motion by the Trustee [ECF No. 35], the Court entered 

an Order [ECF No. 40] staying the Adversary Proceeding in all respects for a period of 90 days 

from the March 15, 2022, effective date of the confirmed Amended Plain (the “Stay”). 

14. Since the Court imposed the Stay, the Trustee and his professionals have, and 

continue to, extensively evaluate the claims that are subject of the Adversary Proceeding and 

remains in the process of determining whether to pursue, settle, prosecute, abandon, or otherwise 

dispose of these claims.

15. Because of the time and effort necessary to complete this evaluation, the Trustee 

respectfully requires an extension of the Stay through and including September 15, 2022 (the 

“Extended Stay”). 

16. The Trustee and counsel for the Defendants have engaged in open and productive 

communications throughout the Stay period and, to that end, have further conferred with respect 

to the extension of the stay requested in this Motion and establishing reasonable case management 

procedures in this action. 

17. The Defendants do not oppose the relief sought in this Motion or the form of the 

proposed Order attached as Exhibit A. 

REQUESTED RELIEF 

18. By this Motion, the Trustee respectfully request that the Court implement the 

proposed Extended Stay in connection with the prosecution of this Adversary Proceeding. This 

proposed extension is intended to further facilitate the orderly transition and transfer of the 

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Avoidance Actions to the Avoidance Actions Trust, and to permit the Trustee to complete his 

evaluation of this complex matter. 

19. “[T]he power to stay proceedings is incidental to the power inherent in every court 

to control the disposition of the causes on its docket with economy of time and effort for itself, for 

counsel, and for litigants.” Landis v. N. Am. Co., 299 U.S. 248, 254 (1936). As this Court has 

observed previously in these PROMESA matters, “[f]ederal courts possess the inherent power to 

stay proceedings for prudential reasons.” In re Financial Oversight and Management Board for 

Puerto Rico, 617 B.R. 173, 179 (D. Puerto Rico 2020) (quoting Microfinancial, Inc. v. Premier 

Holidays Int’l, Inc., 385 F.3d 72, 77 (1st Cir. 2004)); Microfinancial, 385 F.3d at 77 (“It is 

apodictic that federal courts possess the inherent power to stay proceedings for prudential 

reasons.”); Bridge Const. Corp. v. City of Berlin, 705 F.2d 582, 583 (1st Cir. 1983) (“Controlling 

the docket by methods including a stay is a power inherent in every court.”). The ability to modify 

or further such a stay necessarily flows from the Court’s inherent authority. See id. (citing Green 

v. Cosby, 177 F. Supp. 3d 673, 681 (D. Mass. 2016). Bankruptcy courts have also noted that § 105 

recognizes their “inherent authority” to stay actions. In re S. Side House, LLC, 470 B.R. 659, 684 

(Bankr. E.D.N.Y. 2012). PROMESA expressly incorporates Bankruptcy Code section 105(a). See 

PROMESA § 301(a). 

20. In considering a stay, courts generally “balance the equities” and consider the 

“potential prejudice that [a stay] may entail to each party.” Walsh Constr. Co. P.R. v. United Sur. 

& Indem. Co., 2015 WL 13548470, at *4 (D.P.R. Sept. 28, 2015); see also Landis, 299 U.S. at 

255. Courts also consider the duration of the stay requested, the conservation of judicial resources, 

the prejudice faced by the parties if a stay is, or is not, entered. See, e.g., Ramos-Martir v. Astra 

Merck, Inc., CIV. 05-2038(PG), 2005 WL 3088372, at *1 (D.P.R. Nov. 17, 2005); In re ConAgra 

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Foods, Inc., 2014 WL 12580052, at *4-9 (C.D. Cal. Dec. 29, 2014), Total Petroleum Puerto Rico 

Corp. v. T.C. Oil, Corp., CV 09-1105 (JP), 2010 WL 11545626, at *1 (D.P.R. May 7, 2010). 

21. Additionally, Bankruptcy Rule 7016 affords courts significant flexibility and 

discretion in adopting measures to facilitate the “just, speedy, and inexpensive disposition of the 

action.” Fed. R. Civ. P. 16 (made applicable pursuant to Bankruptcy Rule 7016). The Amended 

Plan, too, provides that the Court retains jurisdiction to, and may, enter such Orders that may be 

“necessary or appropriate to execute, implement, consummate or enforce the provisions of (a) 

contracts, instruments, releases, indentures, and other agreements or documents approved by Final 

Order in the Title III Cases and (b) the Plan, the Confirmation Order, Definitive Documents and 

any other contracts, instruments, securities, releases, indentures, and other agreements or 

documents created in connection with the Plan.” Confirmation Order, DE 19813-1, § 91.1(f). 

22. Applying these foregoing standards, the Trustee respectfully submits that all 

relevant considerations weigh in favor of the Extended Stay requested in this Motion. 

23. The Extended Stay will facilitate and protect the integrity of the transfer of the

Adversary Proceeding to the Avoidance Action Trust. The Extended would permit the Trustee to 

evaluate, independently analyze, and ultimately formulate positions based on its business judgment 

concerning the extensive, complex, and multi-faceted positions implicated in this Adversary

Proceeding. The Extended Stay would also permit the parties to confer and propose briefing and 

case management protocols for the orderly prosecution of claims and defenses. 

For all the foregoing reasons and authorities, the Trustee respectfully requests that the 

Court enter the proposed Order attached to this Motion as Exhibit A, and grant such other relief 

as is just and proper. 

Dated this 10th day of June 2022.

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CONTINENTAL PLLC 

/s/ John Arrastia

John Arrastia, Esq. (Pro Hac Vice)

Jesus M. Suarez, Esq. (Pro Hac Vice)

Angelo M. Castaldi, Esq. (Pro Hac Vice)

255 Alhambra Cir, Suite 640 

Coral Gables, FL 33134

Tel: 305-677-2707

JArrastia@continentalpllc.com

JSuarez@continentalpllc.com

ACastaldi@continentalpllc.com

Counsel to the Trustee 

CASILLAS, SANTIAGO & TORRES LLC

/s/ Juan J. Casillas Ayala

Juan J. Casillas Ayala, Esq., 

(USDC-PR 218312)

Luis F. Llach Zúñiga, Esq. 

(USDC-PR 223112)

Juan C. Nieves González, Esq., 

(USDC-PR 231707)

El Caribe Office Building 

53 Palmeras Street, Ste. 1601 

San Juan, Puerto Rico 00901-2419 

Telephone: (787) 523-3434 

jcasillas@cstlawpr.com

lllach@cstlawpr.com

jnieves@cstlawpr.com

Counsel to the Trustee 

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on June 10th, 2022 I electronically filed the foregoing motion 

with the Clerk of the Court using the CM/ECF system, which will send notification of such filing 

to all appearing parties in the captioned proceeding. 

/s/ John Arrastia 

John Arrastia, Esq. 

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EXHIBIT A

(Proposed Order)

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EXHIBIT A

(Proposed Order)

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of THE COMMONWEALTH OF 

PUERTO RICO et al.,

Debtors.

__________________________________________

DRIVETRAIN, LLC, as TRUSTEE OF THE 

AVOIDANCE ACTION TRUST

v.

BARCLAYS CAPITAL, et al.

PROMESA

TITLE III

Case No. 17-BK-3283 (LTS)

(Jointly Administered)

Adv. Proc. No. 19-00280

___________________________________________

ORDER GRANTING UNOPPOSED MOTION OF AVOIDANCE ACTIONS TRUSTEE 

FOR ENTRY OF ORDER EXTENDING STAY OF ADVERSARY PROCEEDING

Pursuant to the Court’s Order Granting Unopposed Motion of the Avoidance Actions 

Trustee for Entry of Order Approving Stay of Adversary Proceeding, this Adversary Proceeding 

is currently stayed in all respects for a period of 90 days from the March 15, 2022 effective date 

of the Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto 

Rico, et al., dated January 14, 2022 (the "Initial Stay").

Upon the Unopposed Motion of Avoidance Actions Trustee for Entry of Order Extending 

Stay of Adversary Proceeding (the “Extension Motion”)(Docket Entry No. ___ in Adv. Proc. No. 

19-00280) (the “Adversary Proceeding”); and the Court having found that the Trustee provided 

adequate and appropriate notice of the Extension Motion under the circumstances and that no other 

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or further notice is required; and the Court having reviewed the Extension Motion; and the Court 

having determined that the factual bases set forth in the Extension Motion establish just cause for 

the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is 

hereby ORDERED that: 

1. The Initial Stay is extended through and including September 15, 2022 (the 

“Extended Stay”). 

2. The Trustee shall file any amended complaint in the Adversary Proceeding on or 

before the date of expiration of the Extended Stay.

3. The Trustee and the Defendants shall meet and confer regarding a schedule for the 

Defendants to answer, move to dismiss, or otherwise respond to any complaint in the Adversary 

Proceeding. If the parties are unable to reach an agreed schedule, and absent further relief from 

the Court, the Defendants shall answer, move to dismiss, or otherwise respond to any complaint 

in the Adversary Proceeding no later than 150 days after the date of expiration of the Extended 

Stay.

4. This Order is without prejudice to any argument, defense, or claim that the Trustee 

or any Defendant may assert in the Adversary Proceeding. 

5. The Court shall retain exclusive jurisdiction to enforce this Order and over any and 

all disputes arising out of or otherwise relating to this Order.

SO ORDERED. 

Dated: ______________________, 2022

_______________________________ 

Laura Taylor Swain 

United States District Judge

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