A Weil team representing Robert B. Pincus as the Special Master for the United States District Court for the District of Delaware appointed to conduct a sale for the shares of PDV Holding, Inc., the parent company of CITGO Holding, Inc. (“CITGO”), recently secured court approval of the Special Master’s recommendation for a sale to Amber MSub LLC (“Amber”), an affiliate of Elliott Investment Management L.P., which will provide over $5.80 billion to judgment creditors of the Republic of Venezuela and Venezuelan state-owned oil company Petróleos de Venezuela, S.A. The sale also provides for a settlement of $2.125 billion with respect to the claims of bondholders that hold a pledge of 50.1% of the equity of CITGO, which were recently upheld by the United States District Court for the Southern District of New York. CITGO is one of the largest refiners, transporters and marketers of motor fuels, petrochemicals and other industrial products in the United States.

The Court approval is a major milestone in what is one of the largest and most complicated court-supervised sale processes that the Special Master and Weil, along with the Special Master’s investment banker, Evercore, began in 2021. The Special Master’s recommendation of the Amber transaction was the culmination of an extensive marketing process that included multiple rounds of bidding and years of opposition from Venezuela and competing bidder Gold Reserve. The sale to Amber was supported by several senior creditors at an evidentiary hearing that took place over the course of two months. In his opinion approving the Special Master’s recommendation, the Honorable Leonard P. Stark of the United States District Court for the District of Delaware, who has presided over the CITGO sale for the last several years, described the sale process as “unique in terms of its scale, complexity, duration, cost and other respects.” 

The Weil team was led by Restructuring partner Chase Bentley and Restructuring Department Co-Chair Matt Barr, and includes associates Maggie Burrus, Andrew Clarke, Matthew Conte and Molly Newcomb; Litigation Department Co-Chair David Lender, partners Jared Friedmann, Greg Silbert and Robert Niles-Weed, counsel Aaron J. Curtis and Sarah Sternlieb and associates Charles Gehnrich, Kara Smith, Priya Kamath, Gus Ipsen, Grace Brennan, Win Hahn, Anastasia Zaluckyj, Courtney Carpinello and Jenna Hann; Mergers & Acquisitions partner Eoghan Keenan and associates Tanja Koivistoinen, Avi Rubin and Josh Mackinnon; Banking & Finance Co-Head Andrew Colao, partner Brendan Conley and associate Erik Zimmerman; Capital Markets partner Corey Chivers (retired) and counsel Sakshi Sharma; Antitrust partner Kristin Sanford and associate Savannah Logan; and Regulatory Transactions partners Timothy Welch and Shawn Cooley.