On January 29, 2026 Lukoil said it had signed an agreement to sell LUKOIL International GmbH to Carlyle. The Austrian company holds the group’s assets outside Russia. Kazakhstan is excluded. Lukoil said the agreement was not exclusive, that talks with other buyers continued, and that it needed permission from the US Treasury’s Office of Foreign Assets Control. Carlyle said the same: due diligence, regulatory approvals, and a structure meant to comply with Treasury policy.
Eight months later the agreement is still only an agreement.
What is actually for sale?
Reuters put the foreign portfolio at about $22 billion, citing analysts, and said the Austrian company’s 2024 report showed equity of $22 billion, a figure that includes the Kazakh stakes carved out of this deal.
The portfolio Carlyle has agreed to buy is the one Lukoil International holds outside Russia. It includes a controlling stake in Iraq’s West Qurna-2, refineries in Bulgaria and Romania, oil and fuel assets in Europe, the Middle East, Africa, Central Asia and Mexico, and about 5,300 filling stations in 20 countries, including the United States. Lukoil has not published a full asset list with the agreement.
In March Lukoil wrote its investment in Lukoil International off. In its 2025 accounts it booked a loss of 1.66 trillion rubles on LUKOIL International and told shareholders the stake was worth about zero because any sale money was likely to sit in a blocked account until sanctions were lifted. It also said a later OFAC decision, or a completed sale, could bring some of that value back.
Why a signature is not a closing
OFAC put Lukoil on the sanctions list on October 22, 2025. It then issued a run of general licenses for the foreign company. The current one is general license 131J, issued on September 18, and it runs until 12:01 a.m. eastern time on October 22, 2026.
The US Treasury has said what this license is for. Carlyle and Lukoil can negotiate. They can sign a contract that only becomes real if the Treasury later says yes. The foreign companies can be kept running, or wound down, but the shares cannot change hands.
The contract has to say that in writing. The license also blocks any payment into Russia, so Lukoil cannot be paid in the normal way.
A separate license, 128C, lets filling stations outside Russia keep trading until October 29, 2026.
What Carlyle is being asked to underwrite
A private equity firm is an easier counterparty, for Washington, than an oil major taking permanent ownership of positions built by a sanctioned Russian company. Carlyle’s line on the day was operational continuity: jobs, a stable asset base, safe performance, and a structure built to meet OFAC’s rules.
The difficulty is the way out. Private equity buys the company, changes it, and then sells it. OFAC has said that a license to complete this sale would come with a condition: the buyer has to seek a further review before selling on any material asset. The usual path out of the investment would need another permission from the same office that is the one in charge of who is going to buy it. In the meantime, nothing has been paid. The agreement is conditional, and Lukoil has said it is not exclusive.
What happens next?
General license 131J expires on October 22. A further extension would end up being the same document with a new date. A specific license, one that would name Carlyle and authorize the transfer, would be a different document. In the meantime, Lukoil has said it is still talking to other buyers.
Will the next document be another month to negotiate, or a license that names Carlyle and lets the shares move?
Author: Tejas Bansal
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