On October 18, 2023, the Department of Treasury’s (“Treasury”) Office of Foreign Assets Control (“OFAC”) issued six general licenses easing sanctions on Venezuela’s oil, gas and gold sectors in response to the signing of an electoral roadmap agreement between the Government of Venezuela and a faction of its opposition. Secretary of State Anthony Blinken warned that these measures can be reversed if the Maduro government fails to define a specific timeline and process for the expedited reinstatement of all candidates who want to run for president in Venezuela and begin the release of all wrongfully detained US nationals and Venezuelan political prisoners.
We provide below an overview of the general licenses, which authorize a broad range of transactions involving gas and oil operations in Venezuela as well as dealings with the state-owned gold mining company and trading of Venezuelan government bonds.
The General Licenses
Oil and Gas Sector
In a significant rollback of Trump-era restrictions against Venezuela (see our previous Legal Alert), OFAC issued General License 44, “Authorizing Transactions Related to Oil and Gas Sector Operations in Venezuela” (“GL 44”). GL 44 temporarily authorizes, subject to various conditions and limitations, all transactions that are related to operations in the oil and gas sector in Venezuela, including those involving Petroleos de Venezuela S.A. (“PDVSA”) and its affiliates through 12:01 a.m. April 18, 2024.
OFAC provided a non-exhaustive listing of the kinds of transactions intended to be covered by GL 44, including:
- Production, lifting, sale, and exportation of oil or gas from Venezuela, and provision of related goods and services;
- Payment of invoices for goods or services related to oil or gas sector operations in Venezuela;
- New investment in oil or gas sector operations in Venezuela; and
- Delivery of oil and gas from Venezuela to creditors of the Government of Venezuela, including creditors of PDVSA Entities, for the purpose of debt repayment.
The general license is conditional in nature and is subject to overlapping restrictions that remain in place under the Venezuela program. These limitations include, but are not limited to, restrictions on (a) dealings involving property that was blocked prior to issuance of the general license (which generally remain blocked), (b) “new debt” transactions such as the extension of loans or financing to PDVSA that are not for the payment of invoices or repayment of debt through delivery of oil or gas, (c) dealings involving certain sanctioned financial institutions, and (d) various Venezuelan energy sector joint ventures involving Russian counterparties.
OFAC also issued General License 43, “Authorizing Transactions Involving CVG Compania General de Mineria de Venezuela CA” (“GL 43”). This license lifts the ban on transactions with the state-owned gold mining company, also known as Minerven, as well as with its majority-owned affiliates. As is customary, the license does not authorize transactions where sanctioned persons other than Minerven and its affiliates are involved. In the press release announcing this action, OFAC stated that it assessed GL 43 would have the effect of reducing black market trading in gold.
Government Bonds and PDVSA Debt and Equity
Furthermore, OFAC updated two existing general licenses authorizing secondary trading of certain Venezuelan bonds to allow US persons’ involvement in previously prohibited transactions, subject to a number of conditions and limitations:
- General License 3I (“GL 3I”): GL 3I authorizes US persons to purchase or invest in Venezuelan bonds listed in the Annex to General License No. 3I (“GL 3I Bonds”), which was previously banned. Activities and transactions authorized under the prior iteration of the license (i.e., GL 3H) continue to apply, including facilitation, clearing, and settling trades of holdings in GL 3I Bonds and transactions related to the provision of financing for, and other dealings in, bonds issued prior to August 25, 2017, by US person entities owned or controlled directly or indirectly by the Government of Venezuela (other than PDV Holding, Inc., CITGO Holding, Inc., and any of their subsidiaries, which are covered by other general licenses);
- General License 9H (“GL 9H”): GL 9H authorizes US persons to purchase debt (including certain bonds, promissory notes and other receivables) of, as well as equity in, PDVSA or its majority-owned affiliates issued prior to August 25, 2017 (“PDVSA Securities”), which was previously prohibited. Activities and transactions authorized under the prior iteration of the license (i.e., GL 9G) continue to apply, including facilitation, clearing, and settling transactions involving divestment of PDVSA Securities or certain trades in those securities, as well as transactions involving bonds issued by PDV Holdings, Inc. and CITGO Holdings, Inc.
The update of these two licenses was accompanied by the issuance of General License 5M, which delays the onset of the authorization allowing transactions related to the provision of financing for, and other dealings in, the Petróleos de Venezuela, S.A. 2020 8.5 Percent Bond to January 18, 2024.
- General License 45 (“GL 45”): GL 45 authorizes all transactions involving Consorcio Venezolano de Industrias Aeronauticas y Servicios Aereos, S.A. (Conviasa), Venezuela’s national airline and flagship carrier and its majority-owned affiliates that are ordinarily incident and necessary to the repatriation of Venezuelan nationals from non-US jurisdictions in the Western Hemisphere to Venezuela. The general license only authorizes activities that are exclusively for the purposes of such repatriation. GL 45 does not authorize any transactions involving any sanctioned persons other than Conviasa and its majority-owned affiliates, the Banco Central de Venezuela, the Banco de Venezuela SA Banco Universal or parties designated under Executive Order 13884 of August 5, 2019.
As is customary, these general licenses are subject to conditions and limitations which should be closely considered before relying on them.
- While significant, these changes only cover certain activities and parties of the Venezuelan economy. The Venezuelan government and its agencies and instrumentalities as well as the entities owned or controlled by them continue to be sanctioned parties, and the US sanctions against the Government of Venezuela remain otherwise in place. Accordingly, US persons should continue to comply with all Venezuela Sanctions Regulations restrictions and should continue to treat previously blocked property in their possession as such, unless a general license clearly authorizes their contemplated activities.
- OFAC emphasized in its announcement that it is prepared to amend or revoke authorizations at any time should representatives of Maduro fail to follow through on their commitments. Accordingly, US persons engaging in transactions under these general licenses should continue to monitor any Venezuela-related updates. Furthermore, to the extent that they engage in activities and transactions in reliance of these general licenses, US persons should put contractual protections in place to mitigate their commercial exposure should these changes be rolled back.
- The authorizations issued under these general licenses are, as usual, conditional and subject to limitations. Parties planning to rely on them should do so only after a close analysis to ensure that their contemplated transactions are consistent with the terms of the relevant general license.