Deals & IPOs

Trump Could Undo Elliott's $9 Billion Citgo Win — and Hand It Back to Venezuela

Treasury has extended Citgo's sale protection six times, freezing Elliott's $9 billion court-ordered purchase as Venezuela fights back with a $15 billion valuation claim.

By Nathan Brooks

6 min read

Updated

How Trump could wrest Citgo from Elliott Management and hand it back to Venezuela
How Trump could wrest Citgo from Elliott Management and hand it back to Venezuelagwire / Openverse

What's News

  • Treasury has extended Citgo's protection from the court-ordered sale six times since January 2025, despite a November 2025 Delaware ruling approving the $9 billion sale to Elliott Management's Amber Energy.
  • PDVSA's appeal argues the auction adviser hired consultants who earned $170 million from Elliott-tied clients; PDVSA values Citgo at over $15 billion, versus the $9 billion auction price.
  • Elliott Management and Amber Energy declined to comment; Amber had pledged $11 billion to modernize Citgo, including a $1 billion Texas refinery expansion producing 2 billion gallons of fuel per year.

The Treasury Department has extended Citgo's protection from a court-ordered sale six times since January, leaving Elliott Management's $9 billion acquisition of the Houston refiner in limbo and raising the possibility that the deal collapses entirely.

In November 2025, Delaware federal judge Leonard Stark ordered the sale of Citgo Petroleum to Elliott Management and its affiliate Amber Energy, ruling that the company could be held liable for the Venezuelan government's debts. The sale would send roughly $9 billion to a small number of Venezuela's creditors. All that remained was approval from the Trump administration — which would have put Citgo's U.S. refineries under American ownership for the first time in nearly 40 years.

Energy Secretary Chris Wright applauded the deal, which would hand the refiner to Elliott founder and GOP megadonor Paul Singer. "I think that's fantastic," Wright said. The sale would chip away at Venezuela's debt pile while expanding Gulf Coast refining capacity, including processing more Venezuelan crude.

Eight months later, that approval has not come. A U.S.-friendly interim Venezuelan government still refuses to surrender its crown-jewel asset, and the Trump administration appears more receptive to Caracas than the court anticipated.

"There's an open question now as to whether or not the Citgo sale is a requirement," said Richard Nephew, a sanctions expert at Columbia University's Center on Global Energy Policy who helped broker sanctions negotiations in the Obama administration.

Hedge Fund Versus State Oil

The delay buys Venezuela time for its last-ditch legal effort. Attorneys for Venezuela and its state oil company PDVSA have appealed Judge Stark's order, arguing the court-appointed neutral adviser who ran the auction wasn't neutral. The adviser, they contend, hired outside consulting firms that had earned $170 million in fees from clients tied to Elliott. Oral arguments before the 3rd Circuit Court of Appeals are scheduled for October.

Venezuela's prospects look slim. The appeals court has ruled against Venezuelan parties in Citgo matters for nearly a decade, consistently affirming Stark's rulings or dismissing challenges to them.

If the appeal fails, Citgo's fate — three U.S. refineries and a pipeline network — falls solely to Treasury's Office of Foreign Assets Control. OFAC can grant a sale license and strip Venezuela of its most valuable asset, or deny it and fold Citgo into the nation's revitalization. Either way, the administration holds leverage over interim president Delcy Rodriguez.

"What does Trump gain if he keeps the [Citgo] protection in place? He gets a bargaining chip that is very powerful, that says, 'Don't deviate from this path or you'll pay for it,'" said Jose Enrique Arrioja, senior director of policy at the Council of the Americas.

Rodriguez depends on U.S. support to hold power, yet the Chavista machinery she commands remains largely intact. In March, she appointed Asdrúbal Chávez, cousin of former president Hugo Chávez, to lead Citgo's parent company despite his U.S. visa being revoked in 2018. OFAC has since issued a rule blocking further leadership changes at Citgo and its parent companies.

"Now, the interest is trying to make sure Venezuelan oil is getting to market, and we get our cut, and that Delcy is in a position to do whatever we want," Nephew said.

A Company With Dual Citizenship

A Venezuelan flag still flies alongside the stars and stripes outside Citgo's Houston headquarters — a fitting symbol for a company founded 116 years ago in Oklahoma. PDVSA bought 50% of Citgo in 1986 and the remainder in 1990, upgrading its Gulf Coast refineries to process Venezuela's heavy sour crude. By the early 2000s, Citgo refined roughly a third of all Venezuelan oil exports to the U.S., and its plants in Texas, Louisiana and Illinois produced about 5% of America's refined products.

As Venezuela's debts mounted, creditors came after Citgo. Companies whose assets were seized under Chávez — including Citgo's Houston neighbor ConocoPhillips — convinced U.S. courts the refiner is an "alter ego" of the Venezuelan government. Bondholders, stiffed after Maduro defaulted, are also owed shares.

Judge Stark's auction awarded Citgo to Elliott's Amber Energy, with $5.9 billion going to expropriation creditors and up to $2.8 billion to defaulted bondholders. For a company that earned nearly $3 billion in profit in 2022, analysts considered it a bargain. Rodriguez condemned the sale on television as "a vulgar and barbaric expropriation of a Venezuelan asset in U.S. territory through a fraudulent process."

The Price Is the Problem

Citgo's value has inflated since the Iran war sent fuel prices soaring; the company's income quintupled between the first and second quarter this year. In May, PDVSA attorneys cited a valuation of over $15 billion — far above the $9 billion auction price.

"We turned Citgo from a company that was sunk in debt into a profitable company now with excess cash and operational excellence. You'd be using Citgo as a disposable asset instead of using Citgo as a part of the solution," said Julian Cardenas Garcia, a member of PDVSA's ad hoc board.

Venezuela's sovereign debt stands at $240 billion. The Citgo sale would resolve a negligible 4% of it while surrendering an economic lifeline, and would let Elliott claim the prize asset before a broader debt restructuring divides Venezuela's holdings.

"They would get the cherry on top, and everybody else would have to do with the rest of the cake," said Martin Muhleisen, a senior fellow at the Atlantic Council and former IMF debt-relief official. "Giving Citgo away too easily without broad integration into the process would be horrible for Venezuela," he said.

Trump's Domestic Play

There may be a subtler motive for protecting Citgo: presidential power. If the 3rd Circuit affirms the sale order and OFAC denies the license, Amber or the creditors could sue — triggering a separation-of-powers clash between the executive and judicial branches. That fight could advance the administration's "unitary executive theory" of unfettered control over independent agencies.

"I'm absolutely sure the Trump administration will try desperately to move the case towards the Supreme Court, which, under current circumstances, will probably decide in favor of President Trump," said Jose Ignacio Hernandez, a Harvard law professor and former special counsel to Juan Guaidó. "That will be another reason for the administration to preserve Citgo. [It] could be a case to reinforce the unitary executive theory."

Citgo, in other words, has migrated from the geopolitical chessboard to the domestic one. "It doesn't have anything to do with Venezuela. It has everything to do with domestic politics," Hernandez said.

Source: Fortune

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Nathan Brooks

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News editor covering marketplaces and e-commerce at Business Bearings.

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