The CITGO sale is expected to be completed next year. (Boston Globe)
Caracas, December 2, 2025 (venezuelanalysis.com) – Delaware District Judge Leonard P. Stark has approved the sale of Venezuela’s US-based refiner CITGO to Amber Energy, an affiliate of vulture fund Elliott Management, for US $5.9 billion.
Stark issued a sale order Friday to close a protracted process that saw multinational corporations attempt to collect on debts owed by Venezuela via a court-mandated auction of the Caribbean nation’s most prized foreign asset. The Delaware court’s decision is final and not subject to further appeals.
In his November 29 ruling, Stark called the winning offer “fair” and “the best opportunity” to maximize payment to claimants. However, the final amount fell considerably short of CITGO’s $11-13 billion valuation.
The judge recently dismissed motions from Gold Reserve that attempted to disqualify him, the court-appointed “special master” and the court’s advising firms over alleged conflicts of interest.
Gold Reserve had a $7.4 billion offer from its subsidiary, Dalinar Energy, chosen by Special Master Robert Pincus in July before the court official switched his recommendation to the Elliott affiliate.
In spite of its lower value, Pincus endorsed Amber’s bid due to a greater certainty of closing. The proposal includes a separate $2.1 billion settlement with holders of the defaulted PDVSA 2020 bond for which half of CITGO was pledged as collateral.
In 2022, the Delaware court set in motion the auction of shares belonging to PDV Holding (PDVH), a subsidiary of Venezuela’s state oil company PDVSA and CITGO’s parent company, to satisfy creditor claims against Venezuela. The debts mostly stemmed from international arbitration awards granted as compensation for assets nationalized by the Hugo Chávez government in the 2000s.
The ownership transfer of PDV Holding is subject to approval from the US Treasury Department, which seized Venezuelan assets in US territory in 2019. However, the Department’s Office of Foreign Assets Control (OFAC) has promised a “favorable licensing policy.”
The sale proceeds will settle claims on a “first come, first served” basis. According to Venezuelanalysis sources, Crystallex ($1.0 billion), Tidewater ($78 million), ConocoPhillips ($1.4 billion), O-I Glass ($674 million), Huntington Ingalls ($139 million), ACL1 Investments ($119 million), Red Tree Investments ($329 million), Rusoro Mining ($1.5 billion) and Koch Minerals ($466 million) will collect compensation in full. Gold Reserve has the option to receive roughly half of its claim.
Canadian miner Crystallex initiated the process in 2018 thanks to an “alter ego” ruling that made PDVSA liable for Venezuela’s debts. Caracas defaulted on servicing a settlement with Crystallex after US sanctions barred payments.
Creditors that are set to miss out on compensation from the CITGO option have yet to announce renewed plans to collect on outstanding debts. Companies could target other Venezuelan assets in foreign jurisdictions. ConocoPhillips, which secured a separate award that has surpassed $11 billion with interest, has attempted to embargo eventual proceeds from joint natural gas projects between Venezuela and Trinidad and Tobago.
Venezuela’s US-backed opposition has drawn significant criticism and accusations over its responsibilities in the imminent loss of CITGO. Actions and statements from the self-proclaimed “interim government,” which was handed control of CITGO in 2019, led to a string of alter ego rulings that ballooned the company’s liabilities to $20.6 billion.
The Nicolás Maduro government has decried the forced sale of CITGO as the “theft of the century” and vowed to challenge the loss of the oil refiner and gasoline retailer. Washington’s non-recognition of the Venezuelan government has barred Caracas from defending its asset before US courts.
Headquartered in Houston, 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.
Analysts expect Elliott to streamline CITGO operations and restructure the company by selling some of its assets to recover its investment immediately.
Edited by Cira Pascual Marquina in Caracas.
