Venezuela: Court-Mandated CITGO Sale Edges Closer to Completion as Judge Backs Elliott Bid

Lisbon, Portugal, September 22, 2025 (venezuelanalysis.com) – A Delaware court overseeing the auction of Venezuelan refiner CITGO has endorsed an offer from vulture fund Elliott Management’s subsidiary Amber Energy.

Judge Leonard P. Stark approved Friday a US $8 billion bid from Amber Energy following a four-day hearing that marked one of the final stages in the forced sale of Venezuela’s most important foreign asset.

The judge ordered Special Master Robert B. Pincus, the court officer overseeing the sale, to sign a stock purchase agreement (SPA) with Amber Energy. The binding agreement will set the sale terms and outline the transfer of shares.

Analysts predict that the sale might still be subject to appeals and might not conclude before 2026. CITGO’s change of ownership is subject to the US government’s approval, though the US Treasury has promised a “favorable licensing policy.”

Blue Water Acquisition Corp. III, a special purpose acquisition company (SPAC) set up to bid for PDVH, reportedly submitted a $10 billion offer in early September. Nevertheless, Stark denied a Blue Water request to extend the hearing due to uncertainty over the bid’s financing.

In 2022, the Delaware District Judge set in motion an auction of shares belonging to PDV Holding (PDVH), a subsidiary of Venezuela’s state oil company PDVSA and CITGO’s parent company. The process was designed to satisfy creditor claims against Venezuela, mostly from international arbitration awards secured as compensation for assets nationalized by the Hugo Chávez government in the 2000s.

In July, Pincus backed a $7.4 billion offer from Dalinar Energy Corporation, a subsidiary of Canadian miner Gold Reserve, itself a creditor in the CITGO proceedings. However, he later changed his recommendation to the Elliott affiliate’s bid, arguing that it offered a higher certainty of closing.

Amber’s proposal sets aside $2.1 billion for a settlement with holders of the defaulted PDVSA 2020 bond, with $5.9 billion left to satisfy creditors. Gold Reserve, which raised its bid to $7.9 billion, argued that its offer would fulfill more claims but ultimately had a motion to disqualify Amber’s bid rejected by the court.

The court’s endorsed offer received a decisive boost Thursday as New York District Judge Katherine Polk Failla ruled that the PDVSA 2020 bond was issued legally. Half of CITGO’s shares were pledged as collateral for the debt, but successive US Treasury orders have barred bondholders from executing it. 

CITGO’s board, appointed by the former self-proclaimed “interim government” after Washington granted it control over the company in 2019, has unsuccessfully tried to challenge the legality of the PDVSA 2020 bond. Board president Horacio Medina stated that the firm would appeal the latest ruling.

The Delaware auction proceeds will pay creditors on a “first come, first served” basis, with Crystallex ($1.0 billion), Tidewater ($80 million), ConocoPhillips ($1.3 billion) and O-I Glass ($700 million) first on the list. Canadian miner Crystallex initiated the process in 2018 thanks to an “alter ego” ruling that made PDVSA liable for Venezuela’s debts. 

With CITGO under the management of the US-backed opposition, subsequent alter ego verdicts led other corporations to tag claims to the proceedings. Former self-proclaimed “interim president” Juan Guaidó and associates drew accusations of malfeasance and conflicts of interest for actions that ballooned the company’s liabilities to $20.6 billion.

For its part, the Nicolás Maduro government has labeled the court-led sale of the Caribbean country’s most valuable foreign asset as “the theft of the century” and vowed to challenge the loss of the Houston-based refiner.

Valued at around $13 billion, CITGO owns refineries in Illinois, Louisiana and Texas with a combined processing capacity of 769,000 barrels per day (bpd). The firm’s portfolio also includes a pipeline network and over 4,000 service stations, mostly on the US East Coast.

Edited by José Luis Granados Ceja in Mexico City, Mexico.