Log In

Reset Password

Gold Reserve appeals $5.9bn Citgo sale ruling

A boy walks on a jetty along the shore of Lake Maracaibo, near La Salina oil shipping terminal in Cabimas, Venezuela (Photograph by Matias Delacroix/AP)

Gold Reserve has appealed a United States district court’s ruling that approved a $5.9-billion bid for the parent of Citgo, and it is not alone.

On Monday, the company filed a notice of appeal to the US Court of Appeals for the Third Circuit, challenging Saturday’s final sale order that authorised the transfer of all shares in Petroleos de Venezuela Holding, the American parent of Citgo, to Amber MSub LLC, an affiliate of Elliott Investment Management.

Gold Reserve argues, as it did throughout the auction, that its own bid was roughly $2 billion higher and should have prevailed under the court-supervised process.

With multiple parties now appealing, the Citgo sale, one of the most consequential sovereign-debt enforcement actions in recent history, appears far from resolved.

The Venezuela parties — the opposition government of Venezuela, state oil company PDVSA, PDV Holding and Citgo Petroleum — have also appealed and, in a separate 40-page filing, asked the Third Circuit to stay the sale order pending the outcome of the appeals. In that motion, they argue that the sale rests on “fatal” legal errors and an auction process “marred” by undisclosed conflicts of interest involving the court-appointed special master and his advisers, who allegedly maintained business relationships with Elliott and major bondholder groups.

They contend that attachments allowing creditors to reach PDVSA’s shares were invalid under Federal Rule 69 and Delaware law because no creditor demonstrated fraud — a requirement they say the district court itself previously recognised. They also warn that without a stay, Elliott could take irreversible steps such as replacing Citgo’s management or selling assets once the US Treasury’s Office of Foreign Asset Control issues the licence needed for closing, making it “practically impossible” to unwind the transaction if the appeals succeed.

The district court had approved the $5.9 billion Elliott/Amber bid as the best outcome of the multiyear marketing process, rejecting Gold Reserve’s $7.9 billion offer and overruling all objections. The court emphasised that the sale cannot close until OFAC approval is granted, but creditors — including Gold Reserve, which is listed in Bermuda — stand to receive proceeds once closure occurs.

Gold Reserve told investors that it “respectfully disagrees” with the court’s decision and maintains that the auction was affected by “significant conflicts of interest”, including more than $170 million in fees collected by the special master’s advisers from affiliates of Elliott and the 2020 bondholders.

The Venezuela parties’ stay motion similarly argues that Weil, Gotshal & Manges and Evercore should have been disqualified after discovery revealed more than $100 million in undisclosed engagements with Elliott and bondholder groups, relationships they say created a “structural conflict of interests” that tainted the process.

As reported in August, Gold Reserve has increased its cash reserves but continues to face heavy legal expenses tied to its Venezuela-related claims, and remains reliant on collecting funds through its arbitration award or settlement.

Royal Gazette has implemented platform upgrades, requiring users to utilize their Royal Gazette Account Login to comment on Disqus for enhanced security. To create an account, click here.

You must be Registered or to post comment or to vote.

Published December 02, 2025 at 7:09 pm (Updated December 02, 2025 at 9:00 pm)

Gold Reserve appeals $5.9bn Citgo sale ruling

Users agree to adhere to our Online User Conduct for commenting and user who violate the Terms of Service will be banned.