1 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

Miami Division 

www.flsb.uscourts.gov

In re: Chapter 11 

AMERICA-CV STATION GROUP, INC. Case No. 19-16355-LMI 

CARIBEVISION HOLDINGS, INC. Case No. 19-16359-LMI 

AMERICA-CV NETWORK, LLC Case No. 19-16976-LMI 

CARIBEVISION TV NETWORK, LLC Case No. 19-16977-LMI 

 

 Debtors. (Jointly Administered Under Case

____________________________________/ No. 19-16355-BKC-LMI) 

REORGANIZED DEBTORS’ RESPONSE AND LIMITED OBJECTION TO 

PEGASO EQUITY HOLDERS’ MOTION TO CREATE AND AUTHORIZE 

PROCEDURE TO COMPLY WITH MANDATE OF THE 

UNITED STATES COURT OF APPEALS FOR THE ELEVENTH CIRCUIT 

America-CV Station Group, Inc. (“Station Group”), Caribevision Holdings, Inc. 

(“Caribevision Holdings”), America-CV Network, LLC (“America CV-Network”) and 

Caribevision TV Network, LLC (“Caribevision Network”) (together the “Reorganized Debtors”) 

submit this response and limited objection (this “Response”) to the Pegaso Equity Holders’ Motion 

to Create and Authorize Procedure to Comply with Mandate of the United States Court of Appeals 

for the Eleventh Circuit [ECF No. 376] (the “Pegaso Motion”).1 

1. The Reorganized Debtors understand that the Eleventh Circuit has remanded this 

matter to the Bankruptcy Court to “fashion an equitable remedy consistent with [the Eleventh 

Circuit’s] opinion.” See In re: American-CV Station Group, Inc., 56 F.4th 1302, 1314 (11th Cir. 

2023). However, the Eleventh Circuit also stated “we recognize that it has been over two years 

1

 By defining themselves as the “Pegaso Equity Holders,” Pegaso Television Corp., Emilio Braun and Ramon Diez 

Barroso continue to perpetuate the false narrative that they each owned pre-petition equity interests in the two holding 

company Debtors, Caribevision Holdings and Caribevision Network. To be clear, Mr. Braun did not own any prepetition equity in any of the Debtors and Mr. Diez-Barroso did not own any pre-petition equity in Caribevision TV 

Network, LLC. See Exhibit A (Ownership Chart) attached to the Case Management Summary, ECF No. 7, Case No. 

19-16355. 

Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 1 of 11
2 

since these plans were confirmed and that they have been substantially consummated. In reversing 

the order granting the motion to modify the reorganization plans, we assume that it remains true 

today that effective judicial relief can be granted. But we leave the exact contours of that relief to 

the bankruptcy court in the first instance. Id. at 1313 (emphasis added). By and through the 

Pegaso Motion, the so-called Pegaso Equity Holders (hereinafter, the “Pegaso Parties”) seek to 

create and establish procedures ostensibly designed to assist this Court in fashioning an equity 

remedy consistent with the Eleventh Circuit’s opinion. However, the procedures proposed by the 

Pegaso Parties are too restrictive and are focused solely on advancing the interests of the Pegaso 

Parties. Among other things, such procedures do not provide an opportunity for the Reorganized 

Debtors or Vasallo TV Group, LLC and Carlos Vasallo (collectively, the “Vasallo Group”) to 

advance their independent views of the Eleventh Circuit’s opinion, including, without limitation, 

whether any “effective relief” can be granted at all, and whether and to what extent an equitable 

remedy can be fashioned.2 

2. In fact, while the Pegaso Parties admit that they do not yet know what relief they 

will ultimately seek from this Court, the Reorganized Debtors expect that the Pegaso Parties will 

base any such relief on the mistaken argument that they are collectively now the owners of 65.8% 

of the post-confirmation equity interests in the Reorganized Debtors. As discussed below, the 

Eleventh Circuit’s opinion did not direct or mandate a redistribution or reissuance of the new 

equity interests in the Reorganized Debtors to the Pegaso Parties. 

2

 Without any factual basis or analysis whatsoever, the Eleventh Circuit merely “assumed” that effective relief can be 

granted. And while the Eleventh Circuit and the Pegaso Parties cite to the Order of the District Court denying the 

Reorganized Debtors’ Motion to Dismiss Appeal as Equitably Moot, the District Court merely entered a paperless 

order and, without any analysis or reasoning whatsoever, concluded “that it would be possible to grant effective 

judicial relief to Appellants, if warranted.” See Case No. 20-23120-DPG, Docket No. 31. 

Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 2 of 11
3 

3. In fact, at bottom, the Eleventh Circuit concluded that the “bankruptcy court erred 

in granting the debtor’s modification without first requiring that the debtor provide the Pegaso 

Equity Holders with a revised disclosure statement and a second opportunity to cast a ballot.” Id.

at 1313-14. As a result, the Eleventh Circuit’s reversal of the Modification Order3 and reversal in 

part of the Confirmation Order4 fails to address and leaves open several critical questions in regards 

to the status of the bankruptcy proceedings, including, without limitation, whether there are 

confirmed “Plans” in existence today,5 what the terms of those confirmed “Plans” are, can the 

Reorganized Debtors amend those “Plans,” and/or whether this Court simply needs to conduct 

another confirmation hearing after the Reorganized Debtors provide additional disclosure and give 

the Pegaso Parties a second chance to vote on such amended Plans. 

4. Moreover, despite the fact that the Pegaso Parties sent two letters to Mr. Vasallo 

threatening him with claims for breach of fiduciary duty [See Exhibit A to the Pegaso Motion] and 

for civil theft [See Exhibit A attached hereto], importantly, the Pegaso Parties never sought a stay 

of the Confirmation Order or the Reorganized Debtors’ obligations under the Plans. Accordingly, 

the Reorganized Debtors and Mr. Vasallo relied in good faith on the Confirmation Order and the 

lack of any stay in connection with the operation of the Reorganized Debtors’ businesses and their 

compliance with the Plans, particularly after having substantially consummated the Plans on June 

9, 2020. To that end, over the past three (3) years, Mr. Vasallo has steadfastly and successfully 

3 Order Granting Emergency Motion To Make Non-Material Modifications To Debtors' Plans Of Reorganization 

Dated February 26, 2020 (the “Modification Order”) [ECF No. 271], 

4 Order Confirming Debtors’ Plans of Reorganization, Dated February 26, 2020, As Modified (the “Confirmation 

Order”) [ECF No. 272]. 

5

 On February 26, 2020, the Debtors filed the following plans of reorganization (collectively, the “Plans”): (I) Chapter 

11 Plan Of Reorganization Proposed By America-CV Station Group, Inc., (II) Chapter 11 Plan Of Reorganization 

Proposed By Caribevision Holdings, Inc., (III) Chapter 11 Plan Of Reorganization Proposed By America-CV 

Network, LLC, and (IV) Chapter 11 Plan Of Reorganization Proposed By Caribevision TV Network, LLC. 

Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 3 of 11
4 

weathered a number of challenges as the chief executive officer and 100% indirect shareholder of 

the Reorganized Debtors since confirmation of the Plans in June 2020. Specifically, and among 

other things too numerous to mention, Mr. Vasallo, relying on the Confirmation Order and the 

absence of a stay: 

a. Preserved over 200 middle class jobs at the Reorganized Debtors; 

b. Timely advanced the entire $500,000 Equity Contribution (as defined in the 

Plans) when the Pegaso Parties failed and refused to do so; 

c. Timely committed to the Exit Financing (as defined in the Plans) to the 

Reorganized Debtors in the amount of $1.6 million when the Pegaso Parties 

likewise failed and refused to do so; 

d. Caused the Reorganized Debtors to satisfy all of their respective obligations 

under the Plans on the effective date of such Plans on June 9, 2020, which 

obligations equaled approximately $1.3 million, so that they could substantially 

consummate the Plans and quickly and successfully emerge from Chapter 11, 

including to avoid the negative stigma that competitors had created as a result 

of the bankruptcy filing; 

e. Arranged and personally guaranteed a new $6.0 million loan from ABANCA 

USA, the Florida international bank branch of Abanca Corporacion Bancaria, 

S.A., a Spanish bank (“ABANCA”) in December 2020 (the “ABANCA Loan”) 

in order to refinance the existing mortgage loan from Banco Sabadell, S.A., 

who had a mortgage lien on certain commercial property owned by Orly Group, 

Inc., a non-debtor subsidiary of Caribevision Network, that was guaranteed by 

America-CV Network, LLC;6

f. Deposited substantial personal funds with ABANCA to collateralize the 

ABANCA Loan; 

g. Advanced loans to the Reorganized Debtors from personal funds to avoid 

shutting down and liquidating their businesses; 

h. Navigated and guided the Reorganized Debtors through the negative effects that 

the COVID pandemic had on their operations, including obtaining two PPP 

loans, each of which has been forgiven; and 

6

 The property is part of a commercial condominium that is located at 13001 NW 107th Avenue, Hialeah Gardens, 

Florida 33018 (“Property”). The Reorganized Debtors operate their respective businesses out of the Property, and pay 

monthly rent to Orly Group, Inc. at a below market rate under a lease that has an 84-month term. 

Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 4 of 11
5 

i. Deferred his entire salary as the chief executive officer of the Reorganized 

Debtors since confirmation of the Plans in order to support the cash flow needs 

of the Reorganized Debtors. 

5. As outlined in part above, there has been a substantial change in circumstances over 

the past three (3) years with the Reorganized Debtors based on their good faith reliance on the 

finality of the Confirmation Order in the absence of a stay, which was never sought by the Pegaso 

Parties. In addition, the Reorganized Debtors (including their creditors and employees) are facing 

substantial uncertainty about their future due to the Eleventh Circuit’s opinion. In particular, if 

the Eleventh Circuit’s opinion ultimately results in a change of control over the Reorganized 

Debtors as the Pegaso Parties have asserted, then ABANCA has already advised that such change 

in control will result in a default under the ABANCA Loan, which could lead to ABANCA setting 

off against a substantial amount of cash collateral posted by Mr. Vasallo to secure the ABANCA 

Loan as well as pursuing a foreclosure action against the Property. ABANCA has made it clear 

that the ABANCA Loan was based primarily on Mr. Vasallo being the guarantor, and therefore 

foreclosure is a real possibility if he were no longer in control. In that event, the Reorganized 

Debtors would be required to shut down their operations because it would be cost-prohibitive to 

relocate. As a result of the risk of ABANCA exercising its remedies, the Reorganized Debtors 

and Mr. Vasallo have been considering implementing different potential solutions to solve this 

problem (which was caused by the Eleventh Circuit’s opinion), while at the same time protecting 

the interests of the Reorganized Debtors. Rather than address these important and very real issues, 

the Pegaso Motion seeks to avoid them and instead limit the involvement of the Reorganized 

Debtors and the Vasallo Group solely to responding to any request for relief sought by the Pegaso 

Parties in a vacuum. 

Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 5 of 11
6 

6. As is evident from the above and notwithstanding being threatened with litigation 

claims along the way, Mr. Vasallo was and continues to be instrumental in the ability of the 

Reorganized Debtors to remain in business since confirmation of the Plans. Without his efforts, 

commitment and substantial financial resources and backing during the last three (3) years, the 

Reorganized Debtors would have ceased operations and liquidated long ago. Moreover, as 

outlined above, based on the Eleventh Circuit’s opinion, the Reorganized Debtors and Mr. Vasallo 

are facing even more challenges in their efforts to remain in business. As a result, any equitable 

remedy that the Court may fashion needs to take into consideration the above efforts of Mr. Vasallo 

and his personal commitment to the Reorganized Debtor’s continued operations. In not seeking a 

stay of the Confirmation Order, the Pegaso Parties presumably wanted to reap the benefits of those 

efforts and commitments while their appeals were pending in the event they succeeded in such 

appeals, but on the other hand wanted (and may still want) to avoid all of the burdens and 

challenges faced by the Reorganized Debtors and Mr. Vasallo along the way. 

7. The Reorganized Debtors assert that all of the above issues and questions, among 

others, need to be addressed and evaluated by the Court in determining whether an equitable 

remedy can in fact be fashioned, and, if so, what that remedy entails. The Pegaso Motion, however, 

wants to limit the process and inquiry solely to the relief the Pegaso Parties want to seek. 

8. As outlined below, the Reorganized Debtors object to the procedures in the Pegaso 

Motion, and instead propose that the process be simplified and modified. First and foremost, the 

Reorganized Debtors believe that it is appropriate to take direction from the Court as to what 

information the Court requires in order to be in a position to comply with the Eleventh Circuit’s 

mandate. 

Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 6 of 11
7 

9. Second, the Reorganized Debtors do not oppose discovery being taken, and do not 

oppose a period of 120 days to complete any such discovery, provided that there is a reservation 

of rights to seek to extend that period by agreement or by motion, if necessary. However, at this 

point, the Reorganized Debtors assert that the Court does not need to pre-judge the scope of 

discovery or otherwise limit any applicable objections. To that end, any discovery should be done 

in accordance with the Federal Rules of Civil Procedure and the Bankruptcy Rules as such Rules 

are applied to a contested matter. Specifically, each side should be able to issue any discovery that 

they believe to be appropriate in respect of the issues before the Court and the relief that they may 

elect to seek, and the recipient of that discovery should be able to assert any and all objections that 

they believe appropriate. Moreover, there is no need or basis to shorten any response deadlines on 

discovery. This matter has already been pending for almost three (3) years and there is a great 

deal at stake, which requires careful consideration. The Reorganized Debtors fully expect and 

anticipate that the parties (who are each represented by sophisticated counsel) will engage in 

discovery in good faith and likewise work to resolve any discovery disputes before bringing them 

to the Court. 

10. Third, the Reorganized Debtors assert that either party should be able to file any 

motions or requests for relief that they believe to be consistent with the Eleventh Circuit’s mandate 

at any time. Depending on the relief sought, the Court can fashion a scheduling order that deals 

with an appropriate briefing schedule, provide for further discovery if needed, set oral argument 

and/or conduct evidentiary hearings. The Pegaso Parties should not be the only parties authorized 

to seek relief from the Court as currently proposed in the Pegaso Motion. In addition, the Pegaso 

Parties seek to limit the Reorganized Debtors to filing one response to the Pegaso Partiers “Request 

for Relief” within fifteen (15) days of it being filed. These proposed limitations are unreasonable 

Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 7 of 11
8 

for a number of reasons, including because they prevent the Reorganized Debtors or the Vasallo 

Group from seeking their own forms of relief and also set artificial deadlines to respond to relief 

that is yet unknown. 

11. Fourth, the Pegaso Parties seek to create a schedule for legal briefing on a parallel 

schedule in the event the Court requires such briefing after the Pegaso Parties file their Request 

for Relief and the Reorganized Debtors respond. Once again, these proposed limitations are 

unreasonable and not necessary at this stage of the proceedings. The Reorganized Debtors propose 

that the Court address any required legal briefing and the schedule for any such briefing if and 

when applicable. 

WHEREFORE, the Reorganized Debtors respectfully request that the Court deny the 

Pegaso Motion, enter an order consistent with this Response, and for such other and further relief 

as the Court deems necessary. 

Dated: April 14, 2023 

 VENABLE LLP 

 Counsel for the Reorganized Debtors 

 100 Southeast Second Street, Suite 4400 

 Miami, Florida 33131 

 Telephone: (305) 349-2300 

 Facsimile: (305) 349-2310 

 By: /s/ Paul J. Battista 

 Paul J. Battista (FBN 884162) 

pjbattista@venable.com

W. Barry Blum (FBN 379301) 

 bblum@venable.com

 

Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 8 of 11
9 

EXHIBIT A 

CIVIL THEFT LETTER 

Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 9 of 11
Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 10 of 11
Case 19-16355-LMI Doc 381 Filed 04/14/23 Page 11 of 11