During the CITGO auction process, the Federal Court of Delaware ordered the sale of shares from PDV Holding Inc., which owns CITGO Holding Inc., and in turn, CITGO Petroleum Corporation. In response to this decision, parties from Venezuela informed the court that they will appeal the order.
The CITGO auction—related to the case of Crystallex International Corp. against the Bolivarian Republic of Venezuela—overseen by a court-appointed expert, engages Amber MSub LLC as the buyer and aims to satisfy the claims of multiple creditors with judgments against the Bolivarian Republic or PDVSA.
The order stipulates that the sale will occur free of any existing claims and encumbrances against Venezuela or its affiliates, ensuring a clean title transfer to the buyer. The agreement states that the closing consideration of over USD 5.7 billion will be allocated to cover transaction expenses and, subsequently, distributed among the creditors with Attached Judgments according to a final priority order.
The closing is contingent upon meeting legal requirements, including obtaining an OFAC License and antitrust approvals.
The CITGO Auction Order
On November 29, 2025, the United States District Court for the District of Delaware issued an order approving the Stock Purchase Agreement (SPA) and authorized the sale of PDVH’s shares.
Judge Leonard P. Stark determined that the marketing process, four rounds of bidding, and sale procedures were “substantively and procedurally fair, non-collusive,” providing a “complete, fair, and reasonable opportunity” for any entity to submit a bid.
Proper Notification:
Proper, timely, and sufficient notification was given to all interested parties through publications in national and international media such as USA Today, The Wall Street Journal, and La Razón in Venezuela, meeting legal requirements.
Fair Consideration and Best Value:
The consideration offered by Amber MSub LLC was deemed “fair, adequate, and reasonable,” representing the “best offer received for PDVH’s Shares” and the best chance to “maximize distributions” to the creditors.
Good Faith of the Parties:
The transaction was negotiated “in good faith, without collusion or fraud, and from fully competitive negotiating positions.”
Authority to Sell:
The court affirmed its authority to sell the shares under the Federal Rules of Civil Procedure, Delaware Code, its inherent equity powers, and the All Writs Act.
The Stock Purchase Agreement (SPA)
The Stock Purchase Agreement, dated September 19, 2025, and its subsequent amendments, outlines the commercial and legal terms of the transaction between the Special Administrator and Amber MSub LLC.
The total purchase price is an aggregated figure composed of various components, as defined in Annex A of the SPA. The main components are:
ComponenteDescripciónMontoClosing Consideration Cash amount payable at closing, plus accrued interest on creditor judgments. USD 5,790,416,426.24 (plus interest)Credit Bid Amount Value of judgments from certain creditors (Rusoro, Koch Minerals, Koch Nitrogen) used as part of the payment. USD 2,009,272,932.70 (plus interest from August 29, 2025)Deposit Amount Good faith cash deposit made into a trust. USD 50,000,000Expense Reserve Amount Funds reserved in trust to cover expenses of the Special Administrator post-closing. Amount to be determined and approved by the court.Specified Debt Payment Funds to settle certain existing debts of the “Acquired Companies” (PDVH and subsidiaries). To be determined at closing.Other Expenses Reimbursement of transaction costs incurred by creditors and payment of fees to the stalking horse bidder and hedging bidder. To be determined at closing.
Key Protections for the Buyer
The Stock Purchase Agreement and the court order provide essential protections for the buyer, considered indispensable conditions for the transaction:
“Free and Clear of Liens” Sale:
The transfer of PDVH shares to Amber MSub LLC will be free from any liens, claims, burdens, or other pre-existing interests. The court’s order is “self-executing” in this regard. Any perfected lien will only transfer to the proceeds from the sale, maintaining its order of priority.
Successor Liability Disclaimer:
The court order and the Stock Purchase Agreement explicitly protect Amber MSub LLC and its affiliates from being deemed successors or a “mere continuation” of PDVSA or the Republic of Venezuela. It is stated that the buyer “shall have no liability or obligation” related to PDVSA or the Republic. This protection was a key factor in the value of the offer, as a sale without it “would produce substantially lesser value” for the creditors.
Conditions Precedent to Closing
The consummation of the CITGO auction is subject to meeting several critical conditions per Article VII of the Stock Purchase Agreement and its amendments:
Approval from OFAC: Obtaining a specific or general license from the Office of Foreign Assets Control of the U.S. Department of the Treasury.
Antitrust approvals:
Expiration of the waiting period under the HSR Act in the US.
Approval from competition authorities in Mexico.
Approval from the Competition Council of Morocco.
Approval from the European Commission or the competition authorities of relevant EU/EFTA member states.
Approval from the Turkish Competition Authority.
Final sale order: The court order approving the sale must be in full force and not subject to any stay.
Absence of legal impediments: No law or court order should prohibit the transaction.
Compliance with the agreement: The parties must have fulfilled their respective obligations, and the truth of their representations and warranties should stand without an occurrence of a “Material Adverse Effect for the Company.”
Obligations During the Interim Period
From the signing of the Stock Purchase Agreement until closing, the court-appointed expert must ensure that PDVH and its subsidiaries operate in the “Ordinary Course of Business.” The SPA imposes significant restrictions, requiring the buyer’s prior consent for actions such as:
- Modifying the company’s bylaws.
- Making capital expenditures exceeding defined budgets.
- Incurring debts above specific thresholds.
- Selling or encumbering material assets outside of the ordinary course.
- Declaring or paying dividends (explicit prohibition on payments to PDVSA, except for pre-existing commercial debts).
- Acquiring other businesses or making significant investments.
- Amending material contracts or entering into new contracts imposing significant restrictions.
An amendment to the SPA allows the Acquired Companies to make distributions to pay expenses related to their objection to the transaction or for regulatory compliance.
Interested and Notified Parties
The court order documents comprehensive notification to a wide range of parties with potential interests in the sale, ensuring an opportunity to be heard. Among the notified parties are:
• The Buyer (Amber MSub LLC).
• PDVH Holding, Inc. and CITGO Petroleum Corporation.
• Petróleos de Venezuela, S.A. (PDVSA) and the Bolivarian Republic of Venezuela.
• The original plaintiff (Crystallex International Corporation).
• All Additional Judicial Creditors, such as ConocoPhillips, Gold Reserve Inc., Koch Minerals, Rusoro Mining, among others.
• The U.S. Department of the Treasury (OFAC).
• Other parties with known or potential claims against PDVH’s shares.
This extensive notification, according to the court, was a key factor in determining that the process was fair and transparent.
Venezuelan Parties Notify Appeal
On December 1, 2025, Venezuelan parties notified the Delaware Court of their decision to appeal the District Court’s Order of November 29, 2025, to the United States Court of Appeals for the Third Circuit.
Watch on Sin Filtros “Trump Tightens the Trigger: Land, Sea, and Narrative Against the Venezuelan Narco-State”: