Petrodelta and Cabimas: two displaced partners in Venezuela and one treaty left

The statement in which Pacific Coast Energy announced on October 7 that it operates two oil blocks in Venezuela names PDVSA, gives output of 19,300 barrels a day across the two blocks, without a breakdown, and promises to take it to 40,000 within six months. It names no one else. Delta and Cabimas, which the statement places with operational offices in Maturín and in Cabimas, belonged until this year to joint ventures in which the state held 60% and a private partner 40%, and both partners maintain that the 40% is still theirs. No published act saying otherwise has been located. What each of them can do now depends, before the merits of its claim, on the country where its company is incorporated.

Two 40% stakes still in dispute

In Delta, the partner is DP Delta Finance B.V., a Dutch company that presents itself as the holder of 40% of Petrodelta, the joint venture of fields such as Temblador, El Isleño and El Salto, in the country’s east. In August it charged that the Ministry of Hydrocarbons had stripped it of its rights through a sanctioning proceeding, put its damages at more than $2 billion and maintained that the joint venture "has not been dissolved or liquidated." It did not announce an arbitration. It asked for the proceedings to be reviewed. In July, according to PDVSA data, Petrodelta was producing almost 9,000 barrels a day.

In Cabimas, the partner is Suelopetrol Exploración y Producción, a limited company registered in Madrid in 2012, which on its own website declared 40% of Petrocabimas, the joint venture operating in Cabimas, in Zulia. In early August it wrote to Spain’s trade office in Caracas that it had learned from the press of moves to give another company rights over the Cabimas Tierra and Tía Juana Tierra fields. A substitution without proceedings, a hearing or compensation, it warned, could amount to "an indirect deprivation of the investment" and trigger "national and international protection mechanisms." It notified Pacific Coast by registered letter that the 40% is its own.

Neither the Ministry’s press room nor the new operator’s statement mentions either of them.

What the law allows

The tool is in January’s reform of the Organic Hydrocarbons Law. Its Article 25 lets the Ministry grant state-owned and joint-venture companies the right to work an area, and also revoke those rights "when the operators fail to comply with their substantial obligations." The same reform lets PDVSA and its subsidiaries assign those rights by contract to private companies, which take on the activities "at their sole cost, account and risk." Pacific Coast says it operates under productive participation contracts, a model the reform mentions and requires to be brought into line with the law. In July, its spokesperson spoke of obtaining a majority stake in the assets; the October statement speaks of operational control, not ownership.

In that design, what is revoked is the joint venture’s rights over the fields, not its partner’s shares. That is why both partners can say, without contradicting themselves, that their 40% is still theirs: it can remain so in a company left without fields. And because the revocation is processed as a sanction rather than an expropriation, it carries no appraisal and no payment. For whoever loses the field, the argument shifts from what it was worth to whether it defaulted.

Where that argument is heard depends on something else: the passport.

Delta’s passport

Petrodelta’s chain has been Dutch since the joint venture was formed. The 2007 conversion contract was signed, alongside the state subsidiary, by a Dutch company of the group that then controlled it. When that US shareholder sold in 2016, what changed hands was 51% of Harvest-Vinccler Dutch Holding B.V., a Dutch company that indirectly held 40% of Petrodelta, and the Ministry authorized the change of control in August of that year. The partner now claiming is also Dutch.

That nationality carried concrete protection for years. Venezuela and the Netherlands signed an investment treaty in 1991 that Venezuela terminated on April 30, 2008, and that ceased to apply on November 1 that year. Its Article 14 extended protection for fifteen more years to investments made before termination. That period ran out on November 1, 2023. The proceeding against Petrodelta was opened in May 2026, with the umbrella already folded.

ICSID is not available either: Venezuela terminated its convention effective July 25, 2012. And the 2007 contract sends disputes exclusively to the competent Venezuelan courts. For the Dutch company, the forum left is that of the same state that issued the act. If further up its chain there were a company with a treaty in force with Venezuela, the math could change, but who controls it today is not public. In September, the company said it does not rule out US courts or international arbitration; there is no record that it has filed anything.

Cabimas’s passport

The Cabimas partner has a different passport and a different fate. Spain and Venezuela signed in Caracas, on November 2, 1995, an investment protection agreement that remains in force: it renews itself every two years and there is no record that either party has terminated it. It protects companies "incorporated or, in any case, duly organized" under Spanish law, with no seat or control requirement. And it covers the exact case of a minority stake: if the state takes measures over the assets of a local company in which investors of the other party hold an interest, it must compensate them "promptly, adequately and effectively."

The route to a claim is written down. The investor gives written notice of the dispute, waits six months and chooses between the Venezuelan courts and ICSID or its Additional Facility. If those forums are unavailable "for any reason," the agreement sends the case to ad hoc arbitration under UNCITRAL rules. That route worked, but it was long, and its hardest stretch is the one Suelopetrol would face.

Clorox’s Spanish subsidiary was set up in 2011 with the shares of the Venezuelan subsidiary contributed by its US parent, and it sued Venezuela in 2015 under this agreement. In 2019 the arbitral tribunal declared it lacked jurisdiction. The Swiss Federal Supreme Court set that decision aside in 2020, and in 2021 a new award accepted jurisdiction by a majority, with the arbitrator appointed by Venezuela dissenting; the state argued that the restructuring into the Spanish vehicle was an abuse. The 2023 final award ordered it to pay $104 million, and the Swiss courts dismissed both of its challenges.

Collecting is another stage. In July 2024 Clorox asked a federal court in Washington to enforce the award, and in December 2025 both parties jointly asked to stay that proceeding. There is no record that payment has been made.

What it would have to prove

The treaty does not settle the hardest part, which is showing who is claiming. Suelopetrol was registered in 2012 with a sole shareholder and raised its capital to €10.7 million in 2014. In 2025 a Madrid court awarded most of its shares to a Swiss company that, according to the August filing, holds 95% today. The Swiss commercial register lists the only company with that name as dissolved in bankruptcy since August 2022. And its 40% of Petrocabimas was already disputed in July 2024, when another Spanish company claimed to be the new partner and Suelopetrol denied it.

None of that closes the door, but each piece hands the state an argument. The Swiss court that reviewed the Clorox case stressed that the agreement with Spain has no denial-of-benefits clause, the kind that usually excludes companies with no economic link to the treaty country, and that what matters for abuse is whether the investment was restructured with a foreseeable dispute in mind. That is why a date that is not public matters: when Petrocabimas’s 40% passed to the Spanish company. The joint venture was formed in 2007, according to Suelopetrol itself; the Madrid company, in 2012.

The operator that arrives with a forum

Pacific Coast Energy describes itself as a California company with more than 30 years of heavy-crude experience. In July it said it had raised $800 million in equity, debt and trade finance, without saying from whom. Its October statement does not say under which OFAC authorization it operates. If it is General License 52C, the one that allows an established US company to contract with PDVSA, its contract must send disputes to the United States, the United Kingdom, France or Singapore. That license already changed who can sign for PDVSA. In that case, the new operator comes in with an agreed forum outside Venezuela that neither partner ever had: Petrodelta’s contract sent everything to the country’s courts.

The same license marks the limit of any claim that succeeds. It expressly excludes enforcing judgments or awards against the property of blocked persons, PDVSA included. A displaced partner that wins an arbitration would not find there the permission to collect on that property.

What to watch

A notice under the agreement with Spain. It starts the six months the text requires before arbitration, and forces Suelopetrol to show who owns it today.

A published act. One that backs the reassignment of Delta and Cabimas. The deadlines to challenge it in Venezuela, the only forum left to the Dutch partner, depend on it.

April’s 40,000 barrels a day. It is the round figure by which Pacific Coast measures its promise, slightly more than double its base. If it arrives on time, the new operator will have output and the previous ones, a file.

For anyone structuring an entry into Venezuela today, the decision that weighed most in both cases was not made in Caracas. It was made when choosing the company’s country, years before it was needed.