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UNITED STATES BANKRUPTCY COURT

SOUTHTERN DISTRICT OF FLORIDA

MIAMI DIVISION

In re:

AMERICA-CV STATION GROUP INC., CHAPTER 11

Case no. 19-16355-AJC

Debtor

/

OMAR ROMAY, Liquidating Trustee, Adv. Pro. No. __________-AJC

Plaintiff,

MEDIASET ESPAÑA COMMUNICACION S.A.

Defendant,

________________________________/

COMPLAINT TO AVOID TRANSFER 

AND TO RECOVER PROPERTY 

Omar Romay, as Liquidating Trustee (the “Trustee” or “Plaintiff”) for the Liquidating 

Trust of America-CV Station Group Inc. (the “Liquidating Trust”), files this Complaint for 

avoidance and recovery of a transfer in the total amount of $10,000,000.00 pursuant to 11 U.S.C. 

§548 and 550 against Mediaset España Communicacion S.A. (“Mediaset”) and states in support 

as follows:

JURISDICTION AND VENUE

1. This adversary proceeding is brought by the Liquidating Trust to avoid and recover 

fraudulent transfers pursuant to §§ 548, and 550 of the Bankruptcy Code. 

2. This Court has jurisdiction over the subject matter of this proceeding pursuant to: 

(i) 28 U.S.C. §1334(b); Paragraph 26 of the Order Confirming Debtors’ Plans of Reorganization 

Dated February 26, as Modified, In re America- CV Station Group, Inc., Case No. 19-16355-AJC 

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[ECF No.272] (Bankr. S.D. Fla. June 2, 2020) (the “Confirmation Order”); and Article XI(v) of 

the Chapter 11 Plan of Reorganization Proposed by America-CV Station Group, Inc., Case No. 

19-16355-AJC [ECF No. 125] (Bankr. S.D. Fla. Feb. 26, 2020) (the “Chapter 11 Plan”). 

3. This is a core proceeding for which this Court is authorized to hear and determine 

all matters regarding this case in accordance with 28 U.S.C. §§157(b)(2)(H). 

4. Venue is proper in this Court pursuant to 28 U.S.C. §1409(a). 

PARTIES

5. On May 14, 2019 (the “Petition Date”), America-CV Station Group, Inc. 

(“ACVSG”) along with other of its affiliates filed a voluntary petition in the United States 

Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”) for relief under 

Chapter 11 of Title 11 of United States Code (the “Bankruptcy Code”) under Case No. 19-6355-

AJC (“America-CV Station Case”). 

6. At the time of the filing of the Bankruptcy Case, the Debtor along with its affiliates

operated an independent Spanish language television network in the United States under the brand 

names “americateve” and “teveo”.

7. Mediaset is a Spanish corporation with its principal place of business located in 

Madrid Spain.

8. Mediaset has maintained sufficient contacts with the United States, including: 

a. Receiving the Transfer (as defined below) in a bank account at Wells Fargo 

N.A., in the United States.

b. Signing the Dec. 7 Agreement (as defined below) which provides for resolution 

of any dispute relating to it in the courts in Miami-Dade County Florida.

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c. Bringing a lawsuit against Groupo Colte S.A. relating to the Pegaso TV SPA 

(defined below) in state court in Miami-Dade Circuit Court (see Mediaset 

España Communicacion S.A. v. Groupo Colte S.A. Case no. 2020-004111-CA01).

d. Conducting business activities directly or through its subsidiaries by providing 

digital media content to consumers in the United States through platforms like 

YouTube. 

e. Conducting business directly with the United States by selling its content and 

access to its content through the “Mitele-TV a la carta” application on the iOS 

platform. 

9. This Court has personal jurisdiction over Mediaset pursuant to Fla. Statutes §§ 

48.181(1) and 48.181(3) and Fed. R. Bankr. P. 7004. 

10. On January 21, 2020, Omar Romay and certain of his wholly owned subsidiaries1

(collectively, the “Romay Parties”) entered the “Global Settlement and Release Agreement” (the 

“Bankruptcy Settlement”). A copy of the Bankruptcy Settlement is attached hereto as Exhibit 

“A.”2

11. The Bankruptcy Settlement resolved the various issues between the Romay Parties 

and ACVSG, its affiliates and certain related parties. The Bankruptcy Settlement required that 

upon confirmation of the Chapter 11 Plan, ACVSG transfer to the Liquidating Trust “all claims 

and causes of action of America-CV Station Group, Inc., to avoid and recover the Transfer under 

1 Okeechobee Television Corp., Promisa Inc., Sherjan Broadcasting Inc., Telecenter, Inc. and 

America Teve Network Inc.,

2 A copy of the unredacted settlement will be provided to the Court upon request. 

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and pursuant to Chapter 5 of the Bankruptcy Code and applicable non-bankruptcy law, together 

with the proceeds thereof.” Exhibit A at ¶ 5.

12. On June 6, 2020, ACVSG and the Trustee signed the Liquidating Trust Agreement 

which completed the transfer the claims owned by ACVSG against Mediaset to the Liquidating 

Trust. A copy of the Liquidating Trust is attached hereto as Exhibit “B.”

THE DEBTOR

13. Prepetition ACVSG’s ownership structure was such that Caribevision Holdings, 

Inc., held 100% of the voting and 50% of the equity of ACVSG. 

14. Accordingly, from and after December 7, 2015, the board of directors of 

Caribevision Holdings Inc., controlled the decisions and actions of ACVSG. At all relevant times 

the board of directors of Caribevision Holdings Inc., was comprised of: Carlos Vasallo, Marcell 

Felipe, Angel Santamaria, Fernando Calles, Emilio Braun, and Ana Cristina Castilla. 

15. Both Ana Cristina Castilla and Angel Santamaria were the Mediaset representatives 

on the Caribevision Holdings Inc, board of directors. 

16. Pegaso Television Inc., (“Pegaso”) owned 10.33% of Caribevision Holdings, Inc.

17. Pegaso in turn was owned by Groupe Colte S.A. de CV (“Groupo Colte”) (40.68%), 

Groupo Brabur S.A. de C.V. (11.86%), Telecapital & Associates (3.75%) and Mediaset (43.71%). 

A copy of the America-CV Station Group Ownership Chart attached hereto as Exhibit “C.”

THE TRANSFER

18. On March 23, 2018, Mediaset and Groupo Colte entered into the Share Purchase 

Agreement Relating to the shares of Pegaso Television Inc. (the “Pegaso TV SPA”), whereby 

Groupo Colte purchased from Mediaset 21,594,787 shares (43.71% of the shares) in Pegaso. A 

copy of the Pegaso TV SPA is attached hereto as Exhibit “D.”

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19. Under the Pegaso TV SPA, “[a]s consideration” for the agreement, Groupo Colte 

agreed to pay U.S. $12,500,000.00 to Mediaset in three installments. See Pegaso TV SPA, at ¶2.1. 

20. The first installment of $10,000,000.00 was due on or before April 23, 2018. Id.

21. Indeed, the “validity and effectiveness” of Pegaso TV SPA was contingent on 

Mediaset receipt of the first installment. Id ¶1.2. 

22. ACVSG is not a party to the Pegaso TV SPA. 

23. ACVSG did not sign the Pegaso TV SPA.

24. On April 23, 2018 ACVSG sent a single of wire of $10,000,000.00 from its Iberia 

Bank account to Mediaset’s account ending in 6464 at Wells Fargo Bank (the “Transfer”). See 

Email from April 23, 2018 attached hereto as Exhibit “E.” See Iberia Statement of Account Exhibit

“F.” The ACVSG Iberia Bank account from where the Transfer was sent is located in the United 

States. 

25. The Transfer was a transfer of property of ACVSG.

THE ROMAY LITIGATION

26. On December 7, 2015, the Romay Parties, ACVSG and many other related parties 

entered into the Confidential Settlement Agreement (the “Dec. 7 Settlement”). A redacted copy of 

the Dec. 7 Settlement is attached hereto as Exhibit G.3

27. Pursuant to the terms of the Dec. 7 Settlement agreement the Parties thereto, agreed, 

among other things, (i) that ACVSG would sell certain of its assets in a bandwidth auction to be 

conducted by the Federal Communications Commission (the “FCC Auction”), (ii) divide the 

proceeds of the FCC Auction in accordance with the provisions of the Dec. 7 Settlement and (iii) 

3 A copy of the unredacted Dec. 7 Settlement will be provided to the Court upon request.

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liquidate certain stations to the extent the liquidation of those stations was not accomplished 

through the FCC Auction. 

28. A dispute arose between the Romay Parties and the other owners of ACVSG over 

the distribution of the proceeds from the FCC Auction. 

29. On March 9, 2017, the board of directors of Caribevision Holdings, Inc., at the 

insistence of the directors appointed by Mediaset, took that position that the Romay Parties were 

not entitled to receive any money from the Dec. 7 Settlement.

30. Moreover, the directors would not authorize the payment of any money from the 

FCC Auction to the Romay Parties. See Board Minutes attached hereto as Exhibit H.

4

31. In December of 2017, the Romay Parties initiated a lawsuit in Miami-Dade Circuit 

Court styled Romay et al. v. Caribevision Holdings, Inc., et al., Case No. 17-028393-CA-44, 

against ACVSG and Caribevision Holdings, Inc., Caribevision TV Network, LLC, Caribevision 

Station Group LLC, and Spanish Broadcasting Systems Holding Group, Inc. (the “State Court 

Litigation”). 

32. In the State Court Litigation, the Romay Parties sought to recover their share of the 

proceeds from the FCC Auction. 

33. Prior to signing the Pegaso TV SPA by Groupo Colte and Mediaset, the Romay 

Parties had sued ACVSG, for damages of $21,500,00.00 (the “Romay State Court Litigation”). 

Exhibit D page 1. 

34. A copy of the Romay Parties complaint in the Romay State Court Litigation was 

attached as schedule 1 to the Pegaso TV SPA (Exhibit D). 

4 Exhibit H was translated in the Romay State Court Litigation, as Exhibit “U” in that case. 

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35. On April 1, 2019, the state court entered a non-final order in the State Court 

Litigation finding that ACVSG and the other defendants had breached the Dec 7 Settlement and 

that the Romay Parties were entitled to an amount between $8,867,909.06 and $9,320,609.40. A 

copy of the April 1 Order is attached hereto as Exhibit “I” (the “April 1 Order”). The April 1 

Order did not address certain credits claimed by ACVSG and did not address the Romay Parties’ 

claims to their share of the stations located in Puerto Rico. 

36. On June 18, 2020, a final judgment was entered in favor of the Romay Parties in 

the amount of $9,320,609.40. See Final Judgment attached hereto as Exhibit J. 

37. All conditions precedent to this action have been met, waived or are otherwise 

excused.

COUNT 1 - AVOIDANCE OF FRAUDULENT TRANSFERS 

PURSUANT TO §548(a)(1)(B)

38. The Plaintiff realleges the allegations set forth in paragraphs 1 through 37 and 

incorporates those allegations by reference. 

39. On April 23, 2018 ACVSG sent the Transfer to Mediaset. The Transfer was sent 

within 2 years of the Petition Date. 

40. Mediaset received the Transfer.

41. The Transfer was made as part of the Pegaso TV SPA.

42. ACVSG is not a party of the Pegaso TV SPA.

43. ACVSG received less than reasonably equivalent value for the Transfer. Indeed, it 

received nothing of value in return for the Transfer. 

44. At the time of the Transfer ACVSG did not reflect any outstanding obligations 

owed to Mediaset on its books and records. That is because there were no such obligations from 

ACVSG directly to Mediaset. 

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45. At the time the Transfer was made ACVSG was insolvent. More specifically,

immediately after the Transfer ACVSG did not have sufficient assets with which to pay any of the 

claims that the Romay Parties were asserting against ACVSG in an amount, which if successful

(as they ultimately were), would exceed $8,000,000.00.

46. Additionally, the Transfer left ACVSG with unreasonably small capital considering

the pending claims of the Romay Parties. 

47. The debtor incurred or believed it would incur debts that would be beyond its ability 

to pay as such debts matured. Indeed, on May 23, 2017, Marcell Felipe and outside counsel warned 

various members of the board of directors of Caribevision including Mr. Angel Santamaria that 

the interpretation of the Dec. 7 Settlement as advanced by Mediaset will result in problems for 

ACVSG. Email from May 23, 2017 attached hereto as Exhibit K. 

48. The Transfer may be avoided under §548 of the Bankruptcy Code. 

WHEREFORE Plaintiff respectfully requests that the Court enter a Judgment:

(a) Declaring the Transfer to have been a fraudulent transfer pursuant to §548(a)(1)(B) 

of the Bankruptcy Code. 

(b) Avoiding the Transfer as a fraudulent transfer in violation of §548(a)(1)(B) of the 

Bankruptcy Code. 

(c) Requiring the payment of the Transfer to Plaintiff.

(d) Disallowing any claim that Mediaset may have against ACVSG.

(e) Granting such other and further relief as may be just and proper. 

COUNT 2 - AVOIDANCE OF FRAUDULENT TRANSFERS 

PURSUANT TO §548(a)(1)(A)

49. The Plaintiff realleges the allegations set forth in paragraphs 1 through 37 and 

incorporates those allegations by reference.

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50. On April 23, 2018 ACVSG sent the Transfer to Mediaset. The Transfer was sent 

within 2 years of the Petition Date. 

51. Mediaset received the Transfer.

52. At the time of the Transfer Mediaset was aware of the State Court Litigation. 

53. Mediaset, at the March 9, 2017 board meeting caused Caribevision and by 

extension ACVSG to take the position contrary to the Dec 7 Settlement that the Romay Parties 

were not entitled to their share of the FCC Auction proceeds. This was done against the advice of 

counsel and some of the members of the board of directors of Caribevision Holdings Inc. See 

Exhibit K. 

54. The Transfer comprised the FCC Auction proceeds. 

55. By forcing Caribevision Holdings Inc., which held 100% of the voting interest in 

ACVSG, to refuse paying the Romay Parties, and by further requiring that a payment be made to 

Mediaset as part of the Pegaso TV SPA, ACVSG acted with the actual intent to hinder, delay or 

defraud the Romay Parties which were or would become creditors of ACVSG on or after the date 

of the Transfer. 

56. Indeed, the foregoing actions were approved by Mediaset through its appointed 

members to the board of directors of Caribevision Holdings Inc. which controlled ACVSG at all 

relevant times. 

57. The Transfer was made for the benefit of Mediaset. 

58. The Transfer did not relate to the operation of ACVSG. 

59. The Transfer did not confer any benefit to ACVSG. 

60. ACVSG did not retain possession or control of the transferred amounts. Nor were 

any goods obtained by ACVSG as a result of the Transfer. 

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61. Before the transfer was made ACVSG had been sued by the Romay Parties for the 

very funds (the proceeds of the FCC Auction) that were then transferred to Mediaset. 

WHEREFORE, the Plaintiff respectfully requests that the Court enter Judgment: 

(a) Declaring the Transfer to have been a fraudulent transfer pursuant to §548(a)(1)(A) 

of the Bankruptcy Code. 

(b) Avoiding the Transfer as a fraudulent transfer in violation of §548(a)(1)(A) of the 

Bankruptcy Code. 

(c) Requiring the payment of the Transfer to Plaintiff.

(d) Disallowing any claim that Mediaset may have against ACVSG.

(e) Granting such other and further relief as may be just and proper. 

COUNT 3 – RECOVERY OF PROPERTY 

PURSUANT TO 550 OF THE BANKRUPCY CODE

62. The Plaintiff realleges the allegations set forth in paragraphs 1 through 37 and 

incorporates those allegations by reference.

63. The Transfer is avoidable pursuant to §548 of the Bankruptcy Code and, as a result, 

the Transfer is recoverable by Plaintiff pursuant to §550 of the Bankruptcy Code.

64. Mediaset is the initial transferee of the Transfer and/or the entity for whose benefit 

the Transfer was made. 

65. The Plaintiff seeks only one recovery for the Transfer. 

WHEREFORE, the Plaintiff requests that the Court enter a Judgment:

(a) Declaring the Defendants to be the initial transferees of the Transfers and/or the 

entity for whose benefit the Transfers were made;

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(b) Directing the Defendants to turn over to the Plaintiff the Transfers, plus interest at 

the applicable federal statutory rate, reasonable attorneys’ fees, and costs and 

expenses to the extent permissible by applicable law; and

(c) Granting such other and further relief as may be just and proper.

DATED: February 24, 2021 Respectfully submitted,

MARK MIGDAL & HAYDEN

Brickell City Tower

80 S.W. 8th Street, Suite 1999

Miami, Florida 33130

Telephone: (305) 374-0440

By: /s/ Isaac Marcushamer

Isaac Marcushamer, Esq.

Florida Bar No. 60373

isaac@markmigdal.com 

eservice@markmigdal.com

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