The parties from Venezuela submitted a motion to disqualify the judicial expert in the CITGO auction before the Delaware Court, regarding the case of Crystallex International Corp. against the Bolivarian Republic of Venezuela concerning the sale of the Venezuelan refinery.
In addition, sealed documents were submitted in support of the request from the Venezuelan parties to recuse Robert B. Pincus and his advisers, Weil, Gotshal & Manges LLP and Evercore Inc., which, according to the norms, must be responded to by October 23, 2025.
Amber Energy Inc. also presented a document to the court arguing that its bid for CITGO is the “highest and best” due to its value, certainty of closing, and its ability to extinguish at least USD 5.859 billion in judgments.
Moreover, Amber emphasized a crucial point in its purchase bid for the shares of PDV Holding, which is the settlement agreement with the PDVSA 2020 Bondholders, eliminating a key risk for the closing, especially following a court ruling that validated the bonds.
Amber argues the advantages of its bid in the CITGO auction
Amber Energy Inc. filed a post-hearing written document in the U.S. District Court for the District of Delaware, arguing that its bid to acquire shares of PDV Holding Inc. (PDVH) is the superior, definitive proposal and the only one with certainty of closure in the CITGO auction process.
Amber reminded that its proposal was recommended by the judicial expert of the CITGO auction, Robert B. Pincus, and is backed by leading creditors. According to Amber, the offer is based on two key criteria established by the court: price and certainty of closing.
The most critical points are:
Value and debt extinguishment:
The bid extinguishes a minimum of USD 5.859 billion in judicial judgments against Venezuela, offering creditors USD 5.218 billion in cash and equivalents. The total value of the transaction, including the settlement of other debts and fees, amounts to USD 9.424 billion.
Guaranteed closing certainty:
Unlike its competitors, Amber’s bid comes with fully committed funding. More importantly, it includes a settlement agreement with the majority (75%) of the PDVSA 2020 Bondholders, eliminating a risk that materialized with Judge Failla’s ruling in favor of those bondholders. This agreement secures a discount of USD 895 million on the USD 3.020 billion claim from the bondholders.
Support and fair market value:
The offer has the explicit backing of the judicial expert, Robert Pincus, who considers it “the best offer received to date.” Additionally, the document argues that the price reflects the fair market value of PDVH’s shares, validated through a comprehensive marketing process that contacted approximately 135 potential buyers, in contrast to the theoretical and overestimated valuations presented by the Venezuelan parties.
Superiority over rival offers:
The document systematically contrasts the strength of Amber’s proposal with the deficiencies of the competing offer from Dalinar/Gold Reserve and highlights the lack of committed funding from the latter and its incapacity to resolve the critical risk of the PDVSA 2020 Bondholders.
ComponenteValor / DescripciónExtinción de SentenciasUSD 5 859 000 000Pago a AcreedoresUSD 5 218 000 000 (in cash and equivalents) – Direct Cash USD 4 243 000 000 – Convertible Notes USD 800 000 000 (valued at par)Oferta AdicionalUSD 75 000 000 in cash to extinguish up to USD 500 000 000 of the Gold Reserve judgment or another creditor.Tasas y Reembolsos USD 105 000 000 for Red Tree and Gold Reserve, plus USD 100 000 000 for legal costs.Valor Total ReclamadoUSD 9 424 200 000 (includes extinguishing judgments, bond settlement, fees, etc.)
Payment structure:
Creditors from Crystallex to Red Tree are paid in full in cash. Rusoro and Koch accept a combination of cash and convertible notes.
Contrast with the Dalinar offer:
Amber criticizes the Dalinar/Gold Reserve offer for inflating its nominal price through a “credit offer component” that uses Dalinar shares without “determinable market value” to satisfy judgments, in contrast to the clear and verifiable value of Amber’s cash and equivalents.
Settlement with the PDVSA 2020 Bondholders
Amber considers the agreement with bondholders the most significant element in removing closure risks.
Risk context: the PDVSA 2020 Bondholders hold a claim of USD 3.020 billion secured by a pledge on 50.1% of CITGO Holding shares. They threatened to block any sale that did not respect their rights.
Judge Failla’s ruling: on September 18, 2025, Judge Failla of the Southern District of New York ruled that the PDVSA 2020 Bonds “were and are valid,” fully validating the position of the bondholders and turning their threat into an insurmountable obstacle for any offer without a previous agreement.
Amber’s solution: a Transaction Support Agreement (TSA) signed with holders representing 75.04% of the principal of the 2020 Bonds, which allows the total claim of USD 3.020 billion to be settled for approximately USD 2.065 billion, securing a discount of USD 895 million.
Control elimination: by acquiring more than 50% of the bonds, Amber removes the remaining holders’ ability to block corporate decisions or control of CITGO.
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