Fortune | FORTUNE 09月19日 14:53
雪佛龙石油所有权争夺战:委内瑞拉资产的漫长法律拉锯战
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拥有115年历史的美国石油品牌雪佛龙石油,自1990年起一直由委内瑞拉全资拥有。如今,这场旷日持久的法律诉讼正接近尾声,旨在通过法律拍卖偿还因前委内瑞拉领导人乌戈·查韦斯国有化而损失资产的债权人。最终竞标者包括激进投资者、加拿大矿业公司和一家新兴特殊目的收购公司,而非传统石油巨头。分析师指出,法律和地缘政治的复杂性是大型公司回避的主要原因,因为委内瑞拉及其石油公司PDVSA仍声称对雪佛龙石油拥有所有权。这场涉及资产扣押、高管被捕、囚犯交换和多轮拍卖的法律纠葛,最终结果仍不明朗,获胜者可能面临“毒酒”的挑战,而债权人也可能无法完全收回近200亿美元的损失。

⛽ **雪佛龙石油的所有权归属与法律拍卖:** 雪佛龙石油,一家在美国成立115年的石油公司,自1990年起由委内瑞拉实际控制。当前,一场持续十年的法律诉讼正通过一项法律拍卖程序接近尾声,旨在向因前委内瑞拉总统乌戈·查韦斯政府的国有化政策而遭受损失的债权人进行赔付。这一过程涉及复杂的法律和地缘政治因素,使得主要石油公司回避了竞标。

🤝 **竞标者与潜在影响:** 此次拍卖的最终竞标者并非传统石油巨头,而是激进投资者 Elliott Investment Management、加拿大矿业公司 Gold Reserve,以及一家名为 Blue Water 的新兴特殊目的收购公司。分析师指出,由于委内瑞拉和其国有石油公司 PDVSA 仍对雪佛龙石油拥有所有权主张,以及美国法院的法律程序,大型公司选择不参与竞标。最终的获胜者可能会面临经营上的挑战,因为雪佛龙石油的资产可能需要高昂的维护升级成本,而且最终的资产形式也难以确定。

💰 **债权人诉求与现实差距:** 寻求收回近200亿美元损失的债权人将雪佛龙石油视为其“皇冠上的明珠”。然而,在法院命令的法律拍卖程序中,所有竞标价格均未超过100亿美元,这意味着部分债权人的索赔将无法得到全额满足。雪佛龙石油拥有庞大的炼油网络、管道、终端以及广泛的品牌和燃料营销协议,其资产的价值与债权人的索赔之间存在显著差距。

⚖️ **漫长而复杂的法律历程:** 雪佛龙石油的所有权争夺战涉及资产扣押、雪佛龙高管在委内瑞拉被捕入狱、囚犯交换以及多轮拍卖,整个过程曲折离奇。例如,2018年,一家小型矿业公司 Crystallex 赢得了一项联邦法院裁决,允许其寻求雪佛龙石油的资产来追讨因委内瑞拉2011年资产国有化而损失的超过10亿美元。另一大债权人是石油巨头康菲石油公司,其在2007年被查韦斯政府没收了石油资产,持有超过一半的债权人索赔。

Founded 115 years ago in Oklahoma, Citgo Petroleum is a quintessentially American oil and gas brand. Except, of course, that it’s been quietly and entirely owned by Venezuela since 1990.

Now, the decade-long legal saga over the fate of the Houston-based oil refiner could soon end through a drawn-out, legal auction to pay off creditors who lost oil assets, mining rights, and more when they were expropriated under Venezuela’s former socialist ruler, Hugo Chavez.

The bidders do not include the usual suspects, such as Big Oil giant Exxon Mobil or major refiner Phillips 66. Instead the finalists are activist investor group Elliott Investment Management, Canada-listed miner Gold Reserve, and an upstart special-purpose acquisition company named Blue Water. The latter is led by a biotech investor and a long-shot New York mayoral candidate pledging to take Citgo public.

The biggest companies likely stayed out of the bidding because of all the legal and geopolitical complications, energy analysts said, especially since Venezuela and state oil company PDVSA still lay claim to Citgo from what they regard as a sham legal process in an enemy nation’s courtroom in Delaware.

“Citgo could become a new, publicly traded refiner or it could be broken into pieces,” said Alan Gelder, vice president of refining, chemicals, and oil markets for the Wood Mackenzie energy research firm. “It’s very hard to say what form it will take and whether it’s going to be a poisoned chalice for the winner.”

After all, the saga involves asset seizures, the arrest and imprisonment of Citgo executives in Venezuela, prisoner exchanges, and multiple auction rounds in a bizarre, winding legal process. The refining assets could require expensive maintenance upgrades after several years of legal purgatory, Gelder said.

Creditors seeking to recoup nearly $20 billion in claims from Venezuela regard Citgo as their crown jewel. But none of the bids exceed $10 billion in the court-ordered legal process, so several of the creditors will be left unfulfilled.

At stake is Citgo’s 800,000-barrel-a-day refining network with refineries in Louisiana, Texas, and Illinois, as well as a series of pipelines and terminals, and branding and fuel marketing deals with 4,000 independently owned retail outlets throughout the East Coast, Midwest, and South.

“I struggle to think of another example with an ownership dispute and a forced sale process that’s dragged on for so long,” Gelder said. “The aspiration is to pay back $20 billion, but they’re not valued at that. It’s probably a process that’s pretty unsatisfactory for everybody.”

Sorting the players

The legal fight between Venezuela and its creditors brewed for years until 2018 when a small, defunct Canadian mining company, Crystallex, won a federal court ruling saying it could pursue Citgo’s assets to collect more than $1 billion it allegedly lost when Venezuela expropriated assets in 2011.

That ruling put Citgo squarely in the crosshairs. Oil giant ConocoPhillips alone holds more than half of the creditors’ claims—the Chavez regime seized its oil assets in 2007.

With the support of the U.S. government and a fresh wave of sanctions, Citgo formally cut operational ties with Venezuela in 2019, but the ownership question was never resolved.

U.S. Judge Leonard Stark is now overseeing a potentially final week of hearings on the bidding process to name a winner. The winning bid could be named in September or October, but the sale likely won’t be finalized until 2026 because of expected appeals.

The leading candidate is Elliott-backed Amber Energy which, despite not having the largest bid, was deemed the leading offer by a court-appointed officer because of its cash considerations and financial security. ConocoPhillips and Crystallex both support Amber.

The cash offer is for $5.9 billion, but Amber also would pay more than $2 billion to holders of defaulted Venezuelan bonds. Citgo equity had been used as collateral for the bonds. Amber is offering $500 million to partially compensate Gold Reserve for its creditor claim.

In a separate court ruling Sept. 18, U.S. District Judge Katherine Polk Failla in Manhattan declared the validity of the aforementioned bonds.

Paul Singer-founded Elliott declined comment, but people familiar with Elliott’s thinking said—as with their other private energy assets—”They plan to operate these high-quality, important infrastructure assets rather than split or sell them.”

Gold Reserve previously offered $7.4 billion and recently upped the bid to $7.9 billion, as well as more than $2 billion for the bonds. Gold Reserve exists today to manage legal claims, and not to operate mines or refineries. As such, Gold Reserve created Dalinar Energy to lead Citgo. Dalinar also is partnered with Koch Inc., which owns the Flint Hills Resources refining company. Koch is a junior creditor in the case.

“We believe that Citgo is a fundamentally well-run company, so want to keep its workforce in place and operations unchanged,” Gold Reserve CEO Paul Rivett said in an email response. “We have no intention to flip the company and never have.”

Gold Reserve has repeatedly pushed back on the notion that Amber presented a more competitive offer. Rivett also bemoaned that Gold Reserve’s lawyer in Venezuela, José Ignacio Moreno Suárez, “has been held as a political prisoner for over two years and subject to intense torture and deprivation.” He remains captive.

A group of imprisoned U.S. Citgo executives were released in 2022 after five years in prison. The Houston-based executives—five U.S. citizens and one permanent resident dubbed the “Citgo Six”—were arrested in Venezuela for alleged embezzlement and accused of betraying the government. They were eventually released in a prisoner exchange.

Lastly, Blue Water Acquisition Corp. III—the first two iterations were health care tech firms—emerged just last week with a last-minute, $10 billion bid, including $3.2 billion for bondholders. Blue Water CEO Joseph Hernandez is endorsed by the Reform Party for New York mayor, but he’s not polling in the top four. Much of the proceeds would be paid through Blue Water stock.

Judge Stark denied Blue Water’s request to extend the timeline, but did give the company access to the Citgo data room used in the process, which doesn’t entirely shut the door on Hernandez’s firm.

“While we’re the underdog in terms of coming in later, I think we still have the better bid,” Hernandez told Fortune, touting his interest in making Citgo an American company again and contributing to U.S. energy security. “Citgo would be a great publicly company.”

Hernandez couldn’t resist taking a not-so-subtle jab at leading New York mayoral candidate Zohran Mamdani and his democratic socialist politics.

“This is about taking a socialist-owned company and taking it back to America,” Hernandez said.

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Citgo 委内瑞拉 石油 法律诉讼 资产拍卖 债权人 地缘政治
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