U.S. private equity firm Carlyle has engaged in early-stage discussions with a trio of Abu Dhabi investors about possibly bringing them into a deal to acquire the international assets of Russian oil producer Lukoil, according to people familiar with the matter.
On Thursday Carlyle and Lukoil announced a preliminary agreement that, if cleared by U.S. authorities, would transfer a wide-ranging package of assets to Carlyle. The portfolio reportedly includes oilfields in Iraq and refining capacity in eastern Europe, but it would exclude Lukoil’s assets in Kazakhstan.
Sources active in the process said state-controlled Abu Dhabi entities Mubadala, XRG and IHC have held talks with Carlyle about taking ownership stakes in the Lukoil portfolio should Carlyle complete the acquisition. The discussions have been exploratory to date and no binding agreements were reported.
Neither company disclosed a formal valuation for the transaction; one source explained that no final price has been agreed. A separate source in the group of informants put an approximate valuation of the assets at around $20 billion.
One of the potential attractions for the UAE investors, according to a source, is Lukoil’s trading arm, Litasco. How and when Carlyle might invite partners into the ownership structure if the purchase progresses was described as unclear.
People familiar with Carlyle’s intentions said the firm plans to keep the acquired portfolio intact. Industry practice in private equity energy deals was cited by one source, noting that buyers in the sector typically hold assets for around five years before seeking an exit.
Carlyle said it still needs to complete due diligence on the Lukoil assets. The firm did not provide further comment on partner talks. Lukoil has indicated it remains in discussions with other potential buyers.
The proposed transaction would be structured to comply with rules set by the Office of Foreign Assets Control - the U.S. sanctions authority. OFAC’s guidance states that proceeds from any sale must be placed in an account under U.S. jurisdiction, with funds held frozen until sanctions on Lukoil are lifted.
The U.S. Treasury has set a deadline of February 28 for Lukoil to divest its global portfolio. The sale process has attracted interest from several potential bidders, according to the sources contacted for this report.
Requests for comment were not immediately answered by Lukoil, IHC, Mubadala or XRG. Carlyle declined further comment beyond noting the ongoing due diligence requirement.
Summary
Carlyle is in exploratory talks with Abu Dhabi state-linked investors about taking stakes in a preliminary agreement to buy Lukoil’s international assets, a deal that remains subject to U.S. sanctions reviews, undisclosed valuation and completion of due diligence.
- Key points
- Carlyle announced a preliminary deal to acquire Lukoil’s international assets, excluding Kazakhstan holdings, subject to OFAC approval and due diligence.
- State-controlled Abu Dhabi investors Mubadala, XRG and IHC have held talks about potential stakes, but no agreements have been reached.
- Assets were described by one source as valued at roughly $20 billion; Litasco, Lukoil’s trading arm, has drawn particular interest.
- Risks and uncertainties
- Regulatory uncertainty - OFAC rules and U.S. sanctions could prevent or delay the transfer and require funds to be frozen in U.S. jurisdiction.
- Timing and partner formation - it is unclear when Carlyle would bring partners into the deal or whether definitive agreements will be reached.
- Valuation and completion risk - no agreed price has been disclosed and Carlyle has signaled it must finish due diligence before proceeding.