Gold Reserve challenged the updated final recommendation proposed by the court-appointed expert in the CITGO auction regarding Amber Energy’s bid for shares of PDV Holding, which owns the Venezuelan refinery. Before the U.S. District Court for the District of Delaware, it argued that the improved offer from Dalinar Energy of USD 7.9 billion is superior to Amber’s offer of USD 5.9 billion.
Gold Reserve asserts that Amber’s offer violates Delaware law and is unfair to judgment creditors, while Dalinar Energy’s bid minimizes litigation risks, offering the highest price and the greatest certainty of closure.
Valores Mundiales S.L. and Consorcio Andino S.L. expressed their support for Gold Reserve’s objections to the updated final recommendation by the court’s expert, Robert B. Pincus. Siemens Energy Inc. also joined in, requesting the court to approve Dalinar Energy’s improved offer.
Meanwhile, GLAS Americas LLC has aligned with the U.S. Bank National Association’s trustee rights reservation to protect its rights and remedies under a collateral agreement and a deed related to PDVSA 2020 bonds. It warned that it is not part of certain agreements made with Amber SPA and has not waived any of its rights or remedies under existing documents.
For its part, Gramercy filed a limited objection to the expert’s recommendation, although it does not oppose the sale of PDVSA shares in PDVH to Amber Energy. Its objection focuses on certain provisions of the proposed order that it considers excessive or ambiguous. The objection clarifies that the sale applies only to PDVH shares and does not extend to the assets of its subsidiaries, and that the buyer should not be exempt from liabilities for its future actions.
Gold Reserve’s Objections to Amber Energy’s Offer
On September 6, 2025, Gold Reserve Ltd. objected to the updated final recommendation from the court-appointed expert in the CITGO auction, which favored Amber Energy’s bid for PDV Holding (PDVH) shares, despite Dalinar Energy’s substantially higher offer.
Gold Reserve, acting as Dalinar Energy, strongly opposes Robert B. Pincus’s recommendation, arguing it violates Delaware law, which mandates that PDVH shares be sold to the highest bidder. It points out that Amber Energy’s offer is USD 2 billion lower than Dalinar Energy’s improved offer, justified by an alleged agreement with the holders of PDVSA 2020 bonds that lacks merit and certainty.
Gold Reserve rejects speculation regarding a possible addition of USD 500 million in cash from Amber Energy, deeming it a “contingent reduction proposal” that violates Delaware law and is not equivalent to the purchase price.
It highlighted that the total purchase price of Dalinar Energy’s improved offer is USD 7,902 million, which is USD 2 billion more than Amber Energy’s offer. This increase was achieved by including the total judgment value of USD 720 million from Valores Mundiales S.L. and Consorcio Andino S.L. in its credit offer, with fully secured financing. Gold Reserve defends the confidentiality of the specific terms agreed upon with Valores and rebuts the expert’s criticism regarding a lack of knowledge of the details.
Gold Reserve maintains that the purported “certainty of closure” associated with Amber Energy’s offer due to the Transaction Settlement Agreement (TSA) with 2020 bondholders is an illusion.
Furthermore, Gold Reserve warned about the consequences if Judge Failla rules that the 2020 bondholders “do not have rights over CITGO Holding.”
Valores Mundiales’ Objection to Amber Energy’s Offer
On September 6, 2025, Valores Mundiales S.L. and Consorcio Andino S.L. joined the objections raised by Gold Reserve against the updated final recommendation of the court’s expert regarding Amber Energy’s bid for PDV Holding (PDVH) shares and expressed its support for the alternative proposed by Dalinar Energy.
Valores argues that Robert B. Pincus’s updated final recommendation, which backs Amber Energy’s bid at a lower price of USD 2 billion, violates Delaware law, which requires that PDVH shares be sold to the highest bidder. They contend that Amber Energy’s offer does not provide greater certainty of closure compared to Dalinar’s proposal.
Valores is part of the three judicial creditors attached to a valid and enforceable lien against PDVH shares, which would be recovered under Dalinar’s improved offer but would receive nothing under Amber Energy’s bid.
They emphasize that Amber Energy’s proposal diverts value from attached judicial creditors in favor of the PDVSA 2020 bondholders, who are “non-parties” and do not even have a final judgment in their own action in New York court, let alone in Delaware.
Valores Mundiales and Consorcio Andino estimate that this diversion of value is a fundamental injustice to the Attached Judicial Creditors who are diligently participating in this action. They highlight that the effort, compliance, and financial investment made by the attached creditors would be disregarded under Amber Energy’s proposal.
They requested the court to approve Dalinar Energy’s improved offer and order the expert to celebrate an amended SPA with Dalinar Energy to sell the PDVH shares based on the revised terms of that offer.
Siemens Energy’s Objections to the Updated Final Recommendation
On September 6, 2025, Siemens Energy Inc. objected to the Updated Final Recommendation of the expert and joined the objections previously filed by Gold Reserve. It requested the court to disapprove Amber Energy’s offer and instead approve Dalinar Energy’s improved offer.
This joining of Siemens to Dalinar’s offer indicates its view that it is a superior or more favorable bid than Amber’s. It made clear that it “reserves all rights in connection with the Motion and Notice, including the right to appear and be heard on any matter related to any of the above.”
Thus solidifying its position by aligning with Gold Reserve’s objections, Siemens presented considerable opposition to the expert’s recommendation regarding Amber Energy’s offer.
Gramercy’s Limited Objection
Gramercy Distressed Opportunity Fund LLC filed a limited objection to the expert’s proposed order regarding the sale of PDVSA shares in PDVH to Amber Energy. While it does not oppose Amber Energy’s offer, it objects to certain provisions it views as excessive or incorrect.
It argues that the “free and clear of liens” sale order should only apply to PDVH shares and not unduly extend to the assets of PDVH or its subsidiaries, nor to the post-closing conduct of the buyer and its affiliates. Gramercy suggests simple corrections for omissions or repositioning of words or clauses for clarity.
Gramercy objects to proposed conclusions asserting that a less protective sale order for the buyer would result in significantly lower value for Additional Judgment Creditors. It believes this should only apply to “applicable” Additional Judgment Creditors, excluding those who will receive no value even with Amber’s transaction.
Gramercy emphasizes that the court’s jurisdiction in this action is in rem or quasi in rem over PDVH shares, not plenary jurisdiction over PDVH and its assets. The limited objection seeks to ensure that the judicial order is accurate, legally sound, and does not exceed the court’s jurisdiction.
U.S. Bank National Association’s Rights Reservation
On September 6, 2025, U.S. Bank National Association submitted a rights reservation before the Delaware Court in response to the court-appointed expert’s recommendation regarding Amber Energy’s offer.
U.S. Bank is acting not in its individual capacity but solely as successor trustee under the Trust Deed of October 28, 2016, governing the PDVSA 2020 Bonds. GLAS Americas LLC is the Collateral Agent under the Security and Pledge Agreement, a matter being litigated in New York Court.
This action is led by the majority of PDVSA 2020 bondholders to “defend the validity of these and the pledge of CITGO Holding, in seeking certain remedies for their case. The pledge of CITGO Holding was granted by PDVH to secure the PDVSA 2020 Bonds.
U.S. Bank and the Collateral Agent are not parties to Amber’s Stock Purchase Agreement, which contemplates the release of the CITGO Holding pledge immediately before the Sale Transaction Date if Amber’s bid is determined to be the winning offer by the Court.
Thus, it is a critical preemptive statement from U.S. Bank as trustee that it is not automatically bound by the terms of the proposed agreements nor has it waived its rights. It reserves all rights to protect the interests of the PDVSA 2020 bondholders it represents.
GLAS Americas LLC’s Rights Reservation Alignment
On September 6, 2025, GLAS Americas LLC joined—acting as a collateral agent—the rights reservation presented by U.S. Bank National Association, in response to the updated final recommendation of Robert B. Pincus, the court’s expert in the CITGO auction.
GLAS Americas LLC operates under the Security and Pledge Agreement and the Debt Issuance Contract signed on October 28, 2016, governing the issuance of PDVSA 2020 Bonds and the CITGO Holding pledge. The alignment underscores that GLAS is not part of the Transaction Sale Agreement or the Amber Stock Purchase Agreement and thus does not accept its terms nor waives its rights under the original agreements.
The entity expressly reserves all its legal rights and remedies, and will evaluate any formal request or guidance it receives regarding the release of the CITGO Holding pledge or the transactions contemplated in the TSA and/or Amber SPA.
This joining is crucial as it extends legal protection to GLAS Americas LLC concerning the implications of the expert’s updated final recommendation. It stresses that its actions are limited to its specific contractual responsibilities. It’s a clear warning that it is prepared to defend its interests and those of the bondholders if the proposed transactions negatively affect its rights.
GLAS Americas LLC’s aligning with the rights reservation aims to protect the interests of the PDVSA 2020 bondholders, who depend on the CITGO Holding pledge as collateral. It asserts that it is not governed by agreements it has not consented to but by the Security and Pledge Agreement and the Debt Issuance Contract.