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On October 18, 2023, the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued multiple general licenses that suspend some sanctions, including those relating to oil and gas transactions with Venezuela’s state-owned oil company, Petroleos de Venezuela, S.A. (“PdVSA”) in response to the signing of an electoral roadmap agreement between the Government of the United States and the Government of Venezuela. These licenses include General License 44 (“GL 44”), which broadly authorizes transactions in the Venezuelan oil and gas sector that involve PdVSA, and General License 43 (“GL 43”) which authorizes transactions involving Venezuela’s state-owned gold company.

Background

In 2021, the Venezuelan authorities and a group of opposition parties – known as the Unitary Platform – commenced negotiations “aimed at restoring democracy and easing a humanitarian crisis.” When these negotiations commenced, the United States issued a joint statement announcing that they would hopefully “lead to the restoration of the country’s democratic institutions.”

On October 16, 2023, the negotiations resumed in Barbados, and on October 17, 2023, an agreement between the parties was announced (the “Partial Agreement on the Promotion of Political Rights and Electoral Guarantees for All”). An English version of the agreement is available here. After the agreement was signed, President Nicolás Maduro stated that Venezuela was “taking the first step towards the full lifting of all sanctions, the progressive recovery of social welfare, economic growth, the consolidation of peace and democracy, within the framework of full sovereignty and national independence.”

OFAC noted that these general licenses were issued “in response to” democratic developments in Venezuela. OFAC also noted that “Treasury is prepared to amend or revoke authorizations at any time” if the Government of Venezuela fails to “follow through” on its commitments.

Per the State Department, the United States expects that Venezuela will define a timeline and process to resolve the disqualification of certain potential candidates as well as to begin the release of detained U.S. nationals and political prisoners.

On October 22, 2023, the Unitary Platform held primary elections to choose a candidate for next year’s presidential elections.

General Licenses

The newly issued licenses include GL 44, which broadly authorizes transactions in the Venezuelan oil and gas sector that involve a U.S. nexus, and General License (“GL”) 43, which authorizes certain transactions related to the gold sector.

GL 43

GL 43 broadly authorizes all transactions involving CVG Compania General de Mineria de Venezuela CA (“Minerven”), which is the Venezuelan state-owned gold mining company, currently designated as a Specially Designated National “SDN”) under U.S. law. It also authorizes transactions involving any entity in which Minerven owns, directly or indirectly, a 50 percent or greater interest. GL 43 does not authorize any other transactions otherwise blocked by U.S. sanctions.

GL 44

GL 44 broadly authorizes “all transactions” involving PdVSA “that are related to oil and gas sector operations in Venezuela,” including without limitation the production, lifting, sale, and exportation of oil or gas from Venezuela, the payment of invoices for goods or services related to oil or gas sector operations in Venezuela, new investment in oil or gas operations in Venezuela, as well as the delivery of oil and gas from Venezuela to creditors of the Government of Venezuela. GL 44 explicitly notes that these transactions are authorized even if they involve Petróleos de Venezuela (“PdVSA”), an entity which OFAC has currently designated as an SDN.

Despite the broad scope of GL 44’s authorizations, there are some restrictions. GL 44 does not authorize any transactions involving any financial institution blocked pursuant to Executive Order (“E.O.”) 13850 other than Banco Central de Venezuela or Banco de Venezuela SA Banco Universal. Further, any transactions that would otherwise be authorized by GL 44 are not authorized if they involve the provision of goods or services to, or a new investment in, an entity located in Venezuela that is owned or controlled by, or a joint venture with, an entity located in the Russian Federation. These transactions are also not authorized by GL 44 if they relate to new investment in oil or gas sector operations in Venezuela by a person located in the Russian Federation, or to any entity owned or controlled by a person located in the Russian Federation.

GL 44 does not authorize certain transactions prohibited by E.O. 13808. These transactions include entering into new debt with a maturity of greater than 90 days with PdVSA, or new debt with a maturity greater than 30 days or new equity with the Government of Venezuela. This includes the purchase of securities from the Government of Venezuela, but does not include the purchase of securities qualifying as new debt with a maturity of less than or equal to 90 days if related to PdVSA and 30 days if related to the Government of Venezuela.

GL 44 also does not authorize transactions prohibited by E.O. 13827, which relate to U.S. persons, cryptocurrency, and the Government of Venezuela, nor does it authorize transactions prohibited by E.O. 13835, which relate to transactions relating to debt of the Government of Venezuela.

While GL 43 does not have an expiration date, GL 44 expires at 12:01 a.m. EDT on April 18, 2024.

Secondary Trading Ban

OFAC’s announcement also amends two relevant licenses (GL 3I and GL 9H)  to remove the secondary trading bans of certain Venezuelan sovereign bonds and PdVSA debt and equity. Although the ban on trading in the primary Venezuelan bond market remains in place, entities can purchase certain Venezuelan sovereign bonds and PdVSA debt and equity on the secondary market.

These new general licenses authorize a broad number of transactions that were previously prohibited by U.S. sanctions. Because GL 44 has multiple exceptions and is currently set to expire in six months, it is important for entities that wish to take advantage of the authorizations provided by GL 44 to seek U.S. sanctions counsel to ensure compliance with all relevant U.S. sanctions restrictions.

Conclusion

The sanctions changes are likely to be impactful, although potentially temporary, and will broadly authorize new business engagement with Venezuela’s state-owned oil and gold companies, as well as permitting U.S. persons to engage in secondary-market trading for certain Venezuelan sovereign debt.

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We will continue to monitor developments in this area, and encourage you to subscribe to be kept informed of latest developments. Please contact the authors or your usual Herbert Smith Freehills contacts for more information.

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Jonathan Cross

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Christopher Boyd

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Brittany Crosby-Banyai

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Jonathan Cross photo

Jonathan Cross

Partner, New York

Jonathan Cross
Christopher Boyd photo

Christopher Boyd

Associate, New York

Christopher Boyd
Brittany Crosby-Banyai photo

Brittany Crosby-Banyai

Associate, New York

Brittany Crosby-Banyai
Daniela Paez photo

Daniela Paez

Senior Associate, New York

Daniela Paez
Yash Dattani photo

Yash Dattani

Associate, New York

Yash Dattani
Jonathan Cross Christopher Boyd Brittany Crosby-Banyai Daniela Paez Yash Dattani