Court greenlights Amber Energy’s winning offer as Citgo Petroleum, one of America’s largest refiners, moves closer to a change of control pending U.S. regulatory approval.
A U.S. federal judge has approved a $5.9 billion bid from an affiliate of Elliott Investment Management for control of PDV Holding, the parent company of Citgo Petroleum, marking a major turning point in an eight-year battle among creditors over nearly $19 billion owed by Venezuela. According to Reuters, Judge Leonard Stark in Delaware overruled objections to the bid and directed the court officer overseeing the sale process to prepare a final order by Monday.
Judge Stark indicated in his written decision that the offer from Amber Energy, the Elliott affiliate, provided the strongest combination of value and closing certainty among all bids submitted in the court-supervised auction. He characterized the auction as fair and equitable and noted that the Amber bid’s structure included a $2.1 billion payment to holders of defaulted Venezuelan bonds backed by Citgo shares, removing a critical obstacle to transferring ownership.
Amber Energy has stated, through comments provided to Reuters, that it intends to invest in Citgo to strengthen its operations. Company representatives said they plan operational enhancements, capital investments, and leadership changes, including CEO Gregory Goff taking the top role at the refinery operator. Citgo will continue to run under its current brand.
The transaction, however, still requires approval from the U.S. Office of Foreign Assets Control (OFAC) and other regulators. Judge Stark wrote that if OFAC grants a license and the court’s ruling survives appeals, long-waiting creditors may finally obtain relief after years of litigation tied to Venezuela’s asset expropriations and debt defaults.
Gold Reserve and Other Creditors Object
Some creditors, including Gold Reserve, Siemens Energy, and others, opposed Amber’s bid and argued that the sale process was compromised by conflicts of interest. Gold Reserve told Reuters that its competing offer should have been selected and that it believes the auction was tainted by advisory fees linked to affiliates of Elliott and bondholder groups. The company said it will consider legal options to protect its rights.
Under the court’s priority list, several mid-tier creditors may recover very little from the sale, while major claimants such as ConocoPhillips, Crystallex, and Rusoro could recover billions.
How the Years-Long Case Led to the Forced Sale
The sale has its origin in a 2017 lawsuit filed by miner Crystallex, which successfully argued that PDV Holding,the parent company of Citgo, was liable for Venezuela’s unpaid debts. The Delaware court later created a structured auction process to distribute proceeds among creditors.
Citgo, headquartered in Houston and the seventh-largest refiner in the United States, was long considered the crown jewel of Venezuela’s overseas assets. The company severed ties with state-owned PDVSA in 2019 due to U.S. sanctions, and both Venezuela’s government and political opposition have publicly rejected the auction.
Courtesy of CITGO – Map of Operations
Context: How the Auction Began
Earlier in the auction process, a court officer had recommended that a $3.7 billion bid from an affiliate of Contrarian Funds serve as the minimum benchmark for the sale. As reported by Reuters at the time, that offer, submitted by Red Tree Investments, was seen as providing a balance between value and transaction certainty. Analysts anticipated that higher bids would emerge due to Citgo’s market value, which has been estimated at more than $10 billion.
Some creditors, including Gold Reserve, Siemens Energy, and others, opposed Amber’s bid and argued that the sale process was compromised by conflicts of interest. Gold Reserve told Reuters that its competing offer should have been selected and that it believes the auction was tainted by advisory fees linked to affiliates of Elliott and bondholder groups. The company said it will consider legal options to protect its rights.
The auction gained momentum after a previous failed attempt in which creditors rejected a $7.3 billion conditional bid from Elliott last year. The new rules and additional rounds of bidding ultimately paved the way for Amber Energy’s successful $5.9 billion offer.
Amber Energy expects the sale to close in 2026, pending regulatory approvals.
by João Fernando
