The United States District Court in Delaware has approved a $5.9 billion bid for the parent company of Citgo, rejecting a rival $7.9 billion offer led by Bermudian-listed Gold Reserve and clearing the way — pending US sanctions approval — for one of the most closely watched sovereign-debt asset sales in recent history.

The ruling, delivered in an opinion last week and followed by a 411-page final sale order on Saturday, authorises the sale of all shares in Petroleos de Venezuela Holding, the American parent of Citgo Petroleum, to Amber MSub LLC, an affiliate of Elliott Investment Management.

In the final sale order, the court stated that “the transfer of the PDVH shares shall be valid, legal, binding and effective” and that the move will “vest [the] buyer with all right, title, and interest in and to the PDVH shares” free of all liabilities.

The court confirmed that the approved $5.9 billion offer represents the strongest outcome from the multiyear court-supervised marketing process. It wrote that “the sale transaction represents the best bid for the PDVH shares”.

The auction was designed to compensate creditors holding arbitral awards and unpaid debt tied to Venezuela’s expropriations and defaults. Those creditors include Gold Reserve, which maintains a Bermuda office and is listed on the Bermuda Stock Exchange.

The company had joined several other judgment holders in objecting to the recommendation in favour of Amber. The court responded in the final sale order by stating that all objections to the sale “are hereby overruled on the merits and with prejudice.”

Gold Reserve issued a statement following the ruling: “Gold Reserve respectfully disagrees with the court’s decision and maintains its position that its previously-recommended bid should have been selected.”

It added that “the sale process was plagued with significant conflicts of interest, including the $170 million in fees collected by the Special Master’s advisers from affiliates of Elliott and the 2020 bondholders involved in Elliott’s bid”.

The firm also noted that it “intends to evaluate and pursue all available appellate remedies and other avenues for relief to protect its rights”.

Under the Final Sale Order, the Special Master must deliver endorsed stock certificates at closing, and PDVH is required to record the transfer. The sale cannot close until the US Treasury’s Office of Foreign Assets Control issues a licence.

The US Treasury did not respond to a query from The Royal Gazette by press time.

Reuters reported this week that, according to a source familiar with Amber’s preparations, the firm plans to retain and operate Citgo’s refining and marketing network for the long term once the transaction closes.

Citgo and its Venezuelan parent companies have appealed the sale order. Amber has said it expects the transaction to close in 2026, pending regulatory approvals.

In August, the Gazette reported that Gold Reserve had increased its cash reserves to $51.9 million but continued to face rising legal expenses tied to its Venezuela-related claims, noting that the company “has no revenue-producing operations and remains dependent on collecting funds from Venezuela under a settlement agreement or arbitration award”.

The company told investors earlier this year that operating losses consumed $10.7 million in the first half of 2025.