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Mergers & AcquisitionsMediumUpdated•Originally published 22 September 2026•Updated 22 September 2026•
2 min read

Boehly-Linked Bid Challenged Carlyle for Lukoil Assets as OFAC Sets Sale Terms

Key Facts

1Lukoil signed a non-exclusive agreement with Carlyle on January 29, 2026, to sell LUKOIL International GmbH, excluding the Kazakhstan assets.
2LUKOIL International GmbH is a 100%-owned Lukoil subsidiary holding the group's international assets.
3As of September 18, 2026, General License 131J allowed negotiations and contingent contracts through October 22, 2026, but did not authorize completion of the sale.

Reuters reported in February 2026 that Xtellus Partners was working in a consortium with US investor Todd Boehly and UAE-based Allied Investment Partners to continue pursuing Lukoil's international assets despite the company's agreement with Carlyle. The group had spoken with US officials, but Reuters reported that Treasury rejected the original Xtellus proposal; those talks therefore do not establish US government backing.

Lukoil announced on January 29, 2026, that it had signed a non-exclusive agreement with Carlyle to sell LUKOIL International GmbH, its 100%-owned subsidiary holding the group's international assets. The agreement excluded the Kazakhstan assets, remained subject to regulatory approvals including OFAC authorization, and did not prevent Lukoil from negotiating with other buyers.

The Xtellus proposal sought to exchange frozen Lukoil shares held by US investors for the international assets instead of paying cash. The mechanism would have used blocked securities as transaction consideration, but OFAC requires that Lukoil receive no upfront value through an asset or share swap; that condition explains the regulatory obstacle facing the original structure.

As of September 18, 2026, General License 131J permitted negotiations and contingent contracts through October 22, 2026, but did not authorize an actual asset transfer. Completion requires separate OFAC authorization, and the agency expects the transaction to sever LUKOIL International's ties to Lukoil and place funds owed to it in a blocked account under US jurisdiction; the next step therefore depends on a structure that meets those conditions.