Blue Water Moves to Secure Court Approval for $10 Billion CITGO Acquisition Plan

Rhea-AI Summary

Blue Water Venture Partners (NASDAQ:BLUWU) has filed a motion seeking court approval for its $10 billion acquisition bid for CITGO Petroleum Corporation. The request, filed on September 12, 2025, in the Delaware District Court, represents the highest offer received to date, surpassing competing bids from Amber Energy and Gold Reserve.

The proposed transaction includes key features such as flexible payment options for creditors, offering either immediate cash at closing or equity in a U.S.-listed NASDAQ company. The deal includes a dedicated bondholders settlement fund for PDVSA-2020 claims and aims to provide enhanced liquidity through a public market equity structure.

Positive

• Highest bid value at $10 billion, surpassing all competing offers
• Flexible payment structure offering cash or equity options for creditors
• Dedicated settlement fund to resolve PDVSA-2020 bondholder claims
• Enhanced liquidity through public market equity structure
• Potential to strengthen American energy security

Negative

• Bid requires court approval and Special Master evaluation
• Transaction subject to regulatory review
• Complex multi-party litigation environment
• No responses or objections filed yet, indicating uncertainty

Insights

Corporate Financial Analyst

Blue Water seeks court approval for $10B CITGO bid, offering creditors cash or equity options and promising bondholder dispute resolution.

Blue Water Venture Partners has formally requested court approval to pursue its $10 billion acquisition bid for CITGO Petroleum Corporation's assets. This unsolicited offer, filed in the Delaware District Court on September 12th in connection with the Crystallex v. Venezuela case, represents the highest bid for CITGO to date, reportedly exceeding competing offers from Amber Energy and Gold Reserve.

The structure of this proposal contains several notable elements designed to address the complex legal and financial circumstances surrounding CITGO. Judgment creditors would be given flexibility to choose between immediate cash payments or equity in a NASDAQ-listed public company, subject to regulatory approval. The bid also includes a designated settlement fund for PDVSA-2020 bondholders, strategically aimed at clearing litigation obstacles that could complicate the asset transfer.

What makes this proposal particularly significant is its approach to creditor recovery through a public market equity structure. This mechanism potentially provides superior liquidity compared to private transactions, which typically involve longer lock-up periods and more restricted exit options. The court filing represents a critical step in a complex process involving Venezuelan assets under U.S. jurisdiction.

No objections have been filed against Blue Water's motion as of the press release date. The company is requesting that the Court authorize the Special Master to formally evaluate their proposal, which would enable official discussions to begin. Given the intricate web of creditor claims against Venezuela and PDVSA, this bid represents an attempt to create a comprehensive resolution framework rather than a simple asset purchase.

WILMINGTON, Del., Sept. 30, 2025 /PRNewswire/ -- Blue Water Venture Partners, LLC ("Blue Water"), an entity affiliated with Joseph Hernandez, the Chairman and Chief Executive Officer of Blue Water Acquisition Corp III ("BWAC III") announced today that it has formally requested approval from the United States District Court for the District of Delaware to consider its unsolicited $10 billion bid for the assets of CITGO Petroleum Corporation.

The motion, filed September 12, 2025, in the matter of Crystallex International Corp. v. Bolivarian Republic of Venezuela (Case No. 17-mc-151), seeks Court authorization for the Special Master to evaluate the proposal. To date, no party has filed any response or objection to the request.

The bid from Blue Water Venture Partners represents the highest offer received to date to our knowledge, surpassing competing bids from Amber Energy and Gold Reserve. Key features of the proposed transaction include:

• $10 billion total bid value - exceeding all prior offers.
• Creditor flexibility - judgment creditors may choose immediate cash at closing or equity in a U.S.-listed public company on NASDAQ, subject to regulatory review.
• Bondholders settlement fund - dedicated to extinguishing PDVSA-2020 bondholder claims, ensuring a litigation-free transfer of assets.
• Reduced closing risk - through a public market equity structure providing enhanced liquidity and recovery for creditors.

"Blue Water's proposal, alongside BWAC III, is designed to maximize value for creditors, deliver a clean resolution of outstanding bondholder disputes, and provide a clear path to a U.S.-controlled, publicly listed energy company," said Joseph Hernandez, Senior Managing Partner of Blue Water Venture Partners and Chairman & CEO of BWAC III. "This is a superior alternative that protects stakeholders, strengthens American energy security, and positions CITGO for long-term success. Blue Water is fully prepared to engage immediately upon Court approval and respectfully urges the Court to grant its motion authorizing the Special Master to consider its bid and initiate formal discussions."

About Blue Water Acquisition Corp. III

Blue Water Acquisition Corp. III (Nasdaq: BLUWU) is a special purpose acquisition company (SPAC) formed to identify and complete a business combination with high-potential companies across diverse sectors.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties, including the outcome of the court-supervised auction process, regulatory approvals, and market conditions. Actual results may differ materially from those expressed or implied. Blue Water Acquisition Corp. III disclaims any obligation to update forward-looking statements except as required by law. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, including without limitation, Blue Water Acquisition Corp. III's ability to enter into definitive agreements and complete the transaction. These risks, uncertainties and other factors are expected to be further described in a proxy statement/registration statement to be filed with the Securities and Exchange Commission (the "SEC") relating to any business combination transaction.

Participants in the Solicitation

Blue Water Acquisition Corp. III and its respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in a solicitation of its shareholders in connection with a proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Blue Water Acquisition Corp. III directors and officers in its SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Blue Water Acquisition Corp. III shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contact

Investor & Media Inquiries
Blue Water Venture Partners
StephanieM@bluewaterventurepartners.net

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SOURCE Blue Water Acquisition Corp iii

FAQ

What is the value of Blue Water's bid for CITGO Petroleum Corporation?

Blue Water has submitted a $10 billion bid for CITGO Petroleum Corporation, which represents the highest offer received to date.

What payment options are available to CITGO creditors under Blue Water's proposal?

Creditors can choose between immediate cash payment at closing or equity in a U.S.-listed NASDAQ company, subject to regulatory review.

When did Blue Water file its court motion for the CITGO acquisition?

Blue Water filed its motion on September 12, 2025 in the United States District Court for the District of Delaware.

How does Blue Water plan to handle PDVSA-2020 bondholder claims?

The proposal includes a dedicated bondholders settlement fund specifically designed to extinguish PDVSA-2020 bondholder claims and ensure a litigation-free transfer of assets.

Who are the competing bidders for CITGO acquisition?

The competing bidders include Amber Energy and Gold Reserve, though Blue Water's $10 billion bid surpasses their offers.