LUKOIL announced that it has signed an agreement with U.S. investment company Carlyle related to the sale of LUKOIL International GmbH, a wholly owned subsidiary that holds the LUKOIL Group’s international assets. The company framed the step as part of efforts to address constraints imposed by certain countries on LUKOIL and its subsidiaries.
In its statement, LUKOIL emphasized that the contemplated transaction would not include the group’s assets in Kazakhstan. Those operations in Kazakhstan will remain owned by LUKOIL and are expected to continue operating under their existing licenses, the company said. By carving out Kazakhstan, LUKOIL signaled that the process focuses on a defined set of international holdings outside Kazakhstan rather than a blanket exit from all activity outside Russia.
The company also noted that the agreement is non-exclusive. That means LUKOIL is not committing itself to Carlyle as the only possible buyer while the process plays out, and it preserves the company’s ability to evaluate alternative outcomes if competing proposals emerge or if the approval process becomes uncertain. LUKOIL said it is continuing negotiations with other potential purchasers, indicating that the asset sale process remains active and that the final buyer and terms could still change depending on conditions.
LUKOIL made clear that the agreement is subject to conditions precedent, including the procurement of necessary regulatory approvals. In particular, LUKOIL said the transaction would require permission from the U.S. Department of the Treasury’s Office of Foreign Assets Control for the transaction with Carlyle. That reference points to a potentially complex approval path, where the ability to close depends not only on commercial terms but also on regulatory clearance and compliance requirements that can shape timing, scope, and deal structure.
By including the OFAC approval requirement in its announcement, LUKOIL indicated that regulatory consent is central to whether the sale can be completed as contemplated. In practice, conditions precedent can extend timelines and introduce uncertainty, especially when approvals are needed from multiple authorities across jurisdictions. LUKOIL did not provide a closing date or timetable, and its mention of ongoing talks with other buyers suggests it is keeping options open while approvals are pursued.
The company said LUKOIL International GmbH is being offered for sale because restrictive measures introduced by some countries have affected LUKOIL and its subsidiaries. The statement stops short of detailing which assets are held in the subsidiary or the precise nature of the restrictions, but the rationale indicates that the divestiture is intended to reduce exposure to constraints affecting international operations and ownership structures.
The announcement also suggests a process with multiple moving parts. LUKOIL is balancing the need to obtain approvals, manage a non-exclusive sale process, and preserve continuity for excluded operations like Kazakhstan. The result is a transaction that, at this stage, appears to be an agreement framework rather than a finalized, fully cleared sale.
