By Marianna Parraga and Gary McWilliams

HOUSTON (Reuters) -Activist investor Elliott Investment Management on Friday was named the presumptive winner in a U.S. court auction of shares in a parent of oil refiner Citgo Petroleum with a bid that puts an up to $7.286 billion enterprise value on Venezuela-owned Citgo, according to a court filing.

A U.S. district court in Delaware is auctioning shares in Citgo parent PDV Holding to repay up to $21.3 billion in claims against Venezuela and state-oil firm PDVSA for expropriations and debt defaults. A second and final bidding round closed earlier this year, leading to negotiations on terms.

Elliott’s offer includes a combination of cash and credit, people familiar with the matter said. It is subject to the resolution of claims by holders of defaulted Venezuela bonds pursuing the same assets, the court said.

U.S. court officer Robert Pincus said he chose Elliott unit Amber Energy as the successful bidder, but added that “the buyer may elect to terminate the proposed purchase agreement” if a proposed motion to block bondholder’s parallel lawsuits fails.

If Elliott withdraws its proposal, Pincus would be able to consider other offers. The case’s judge, Leonard Stark, has yet to green-light the bid.

Elliott declined to comment.

The investment firm’s pursuit of the seventh-largest U.S. oil refiner follows billions of dollars in gains from its stakes in refiners Marathon Petroleum and Phillips 66.

However, Elliott is not a refinery operator, a condition the court had said was preferable. As part of its array of investments, Elliott has been a holder of Venezuelan bonds.

Citgo last year earned $2 billion, its second-best annual performance. In the first six months of this year, it posted a profit of $385 million and ended the period with a liquidity of $3.8 billion.

Elliott submitted offers in the two bidding rounds, competing with rival bids from U.S. oil refiner CVR Energy and miner Gold Reserve. Gold Reserve last week quit the bidding, citing delays and uncertainty in the process.

Elliott’s $7.286 billion valuation of Citgo is almost identical to the highest offer received in the first bidding round, which Citgo’s lawyers called disappointing. The refining company was valued at between $11 billion and $13 billion as part of the court process.

The offer will cover only a portion of the 26 claims approved by the court, excluding any provisions for bondholders.

Among those that could cash proceeds if Elliott’s offer is confirmed are Crystallex, Tidewater, ConocoPhillips, O-I Glass, Huntington Ingalls, ACL Investments, Red Tree Investments and Rusoro Mining.

TERMS CHALLENGED

The conditional nature of Elliott’s bid is stirring opposition from Venezuelan parties in the case because the judge initially said the offer selected would have to be binding and final.

“This action does not represent the end of the road or the definitive closure of the process,” said Citgo’s supervisory board in a release. “Even though we are facing a complex scenario, we must clearly say PDVSA still holds ownership over its U.S. subsidiaries and has legal means to protect its interests.”

Even though the court established a priority ranking, some bondholders including a group led by Gramercy Distressed Opportunity Fund have been pursuing their claims in separate court actions, threatening to derail the sales process that has been delayed five times.

Earlier on Friday, Pincus notified the judge he had ended talks with holders of PDVSA’s 2020 bonds without a resolution. The bonds are collateralized with Citgo equity, so the dispute can affect the proceeds available to creditors in the case.

Pincus did not reply to a request for comment. Thomas Laryea, an attorney representing the Venezuela Creditor Committee that includes holders of the 2020 bonds, declined to comment.

Venezuela’s oil minister Delcy Rodriguez this week said the auction represents a “blatant theft” of Venezuela’s assets, and recommended Russia and other nations not to hold assets in the United States or Europe.

Judge Stark plans to discuss next week a proposal to block the bondholders from resorting to other courts and trying to “jump the line” set by Delaware’s creditors list. The court has scheduled a Nov. 19 hearing to approve a sale.

Even if Stark approves the motion, the Gramercy-led group can challenge his decision in other courts.

The bondholders have good chances of escalating their cases, said Jose Ignacio Hernandez, a lawyer from consultancy Aurora Macro Strategies who has closely followed the court case.

“Resolving those disputes will add at least three more months to the sales process, making unlikely to have a closure by mid-November as proposed,” he said.

(Reporting by Marianna Parraga and Gary McWilliams in Houston; additional reporting by Marc Jones and David French in New York and Vladimir Soldatkin in Moscow; Editing by Andrea Ricci and Will Dunham)

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