The back-and-forth regarding the CITGO auction continues as Black Lion Capital Advisors responds to objections raised by Gold Reserve and Red Tree/Albemarle, deeming them improper.
The objections focus on the valuation and the bidding process for acquiring a stake in CITGO, particularly the one submitted to the court-appointed expert, Robert B. Pincus, by Black Lion Capital Advisors. Various points of disagreement are highlighted, including issues regarding access to information and the disqualification of the mentioned offer.
Black Lion Capital Advisors aims to overturn the ruling of the court-appointed expert, Robert B. Pincus, arguing that their offer was the highest in value and was wrongly disqualified for what they consider “improper” reasons or misunderstandings associated with procedural deficiencies.
The resolution of these objections will determine the future course of the CITGO auction process and have significant implications for creditors and involved parties. The challenge underscores the complexity of asset sales in high-value cases with multiple stakeholders and competing bids.
Review of Black Lion Capital’s Objection
On July 10, 2025, Black Lion Capital Advisors filed their objections with the U.S. District Court for the District of Delaware against the final recommendation of the court-appointed expert of the CITGO auction, Robert B. Pincus, to accept Dalinar Energy’s offer of USD 7.38 billion for the Venezuelan refinery on U.S. soil.
Black Lion’s objections primarily revolve around the disqualification of their offer by Gold Reserve and the Red Tree/Albemarle offer, as well as procedural conduct and decision-making by the court-appointed expert.
Black Lion claims their offer represented the highest combined value, alleging that the disqualification was improper. The document outlines a timeline of key events and specific objections raised by Black Lion.
Black Lion’s Offer and Its Disqualification
In the document, Black Lion asserts that their offer of June 17, 2025, for USD 12 billion represented the best “total combined consideration” and was the “highest value” offer received by the expert, Robert B. Pincus. (p. 2)
They mention that the disqualification of Black Lion’s offer was based on supposed “deficiencies,” including “noncompliance with Offer Requirements and contingent, undefined financing.” Black Lion argues that these reasons were “improper.”
Additionally, Black Lion requested full access to the VDR on June 18, 2025, to finalize the acquisition process. However, their lawyers had no contact between June 18 and June 25, 2025, preventing timely and complete access.
Black Lion argues that their financing of USD 12 billion was ready and could have been confirmed by the expert.
Objections to Third-Party Offers and the Process
Furthermore, Black Lion contests the disqualification of Gold Reserve’s USD 3.806 billion offer and the Red Tree group’s USD 7.382 billion offer, which together represented almost USD 5 billion less than Black Lion’s bid. In this regard, Black Lion states that there were inapplicable reasons for disqualifying those offers.
On another note, Black Lion suggests that the court-appointed expert, Robert B. Pincus, lacks the operational and engineering expertise to adequately assess the operational improvements at CITGO needed to rectify its profitability issues.
They also question Robert B. Pincus’s motives, implying that the expert’s goal was not to sell CITGO or acquire its refineries, but to “ensure that Koch was not deprived of their estimated judgment value, which is under USD 500 million.”
Black Lion notes that they did not previously participate in the sale process of PDVH-CITGO and, therefore, were unaware of the requirements for a Stock Purchase Agreement or financing for judgment creditors.
Timeline and Proceedings of the Court-Appointed Expert
Black Lion Capital Advisors recounts their offer and reminds that:
Black Lion requested Dariell Snapp, a principal partner, and Richard Zepeda, a director, to prepare direction and support for the court-appointed expert, if needed.
Black Lion submitted a acquisition proposal on June 18, 2025.
On June 25, 2025, the expert informed Black Lion of “deficiencies” in their offer.
On June 25, 2025, the expert and Black Lion executed an NDA, and Evercore provided access to the VDR, which was suspended on July 2, 2025.
Black Lion requested, and the expert recommended, that Judge Stark postpone the date for the Final Recommendation for at least two weeks after June 25 (until July 9) to allow Black Lion to finalize their Stock Purchase Agreement proposal and obtain commitments from funding sources for the USD 12 billion financing.
Instead, the expert signed the Stock Purchase Agreement proposed by Gold Reserve on June 25 and disqualified Black Lion’s offer.
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