The agreement covers the sale of its wholly owned subsidiary Lukoil International GmbH (LIG), which holds the company’s international assets, News.Az reports, citing Russian media.
The company stressed that the agreement with Carlyle is not exclusive. Despite reaching this deal with the U.S. investment fund, Lukoil said it continues discussions with other potential buyers regarding the sale of its foreign assets.
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“The agreement concluded is not exclusive for the company and is subject to the fulfillment of a number of conditions precedent, including obtaining the necessary regulatory approvals, including clearance for the transaction with Carlyle from the U.S. Treasury Department’s Office of Foreign Assets Control,” Lukoil said in a statement.
Lukoil added that the transaction does not include its assets in Kazakhstan, which will remain under the company’s ownership and continue operating under the existing general license. The assets fall under General License 124B, issued by Office of Foreign Assets Control (OFAC) in November 2025 as a replacement for General License 124. The license authorizes operations related to the Caspian Pipeline Consortium, the Tengizchevroil and Karachaganak projects and is valid indefinitely.
The license is designed to protect U.S. interests. In Tengizchevroil, the operator of the Tengiz field—one of Kazakhstan’s three largest oil fields—American companies Chevron and ExxonMobil hold stakes of 50% and 25%, respectively, while Lukoil owns 5%. In the Caspian Pipeline Consortium, which operates the pipeline linking western Kazakhstan’s oil fields to a marine terminal near Novorossiysk, Chevron holds 15% and ExxonMobil 7.5%, while LUKOIL owns 12.5%.
The non-exclusive nature of the Carlyle agreement and the exclusion of Kazakh assets leave room for other potential buyers. According to Reuters, Chevron is currently in talks with Iraq’s Ministry of Oil to improve the terms of the service contract for the West Qurna-2 project as part of efforts to acquire Lukoil’s stake. Given Chevron’s involvement in Kazakh projects, the company is also said to be interested in those assets. In addition, Chevron is reportedly exploring the possibility of acquiring Lukoil’s entire international business and may partner with Quantum Energy Partners to do so.
Lukoil also pointed to a separate OFAC authorization, General License 131B, which allows negotiations and the conclusion of conditional agreements with Lukoil for the sale of Lukoil International GmbH or any company controlled by it. Transactions under this license are permitted until February 28, 2026. Earlier versions of the license had shorter deadlines: the original General License 131, issued on November 14, 2025, was valid until December 13, 2025, while General License 131A, reissued on December 10, 2025, extended the period to January 17, 2026.
Lukoil reiterated that the decision to sell Lukoil International GmbH is directly linked to sanctions imposed by certain countries against the company and its subsidiaries.
