Cleary Gottlieb advises GeoPark on Bare Block deal in Venezuela
Cleary Gottlieb has represented GeoPark in connection with its agreement to acquire Grupo Gilinski’s interest in the Bare Block, a producing heavy oil asset located in Venezuela’s Orinoco Heavy Oil Belt. The transaction, announced on September 4, 2026, marks GeoPark’s entry into Venezuela at a time when the country’s oil sector is undergoing reforms aimed at expanding private participation and attracting new investment.
Under the terms of the agreement, GeoPark will acquire 100% of the holding company through which the Bare Block interest is held. In exchange, GeoPark will issue approximately 42.1 million common shares to an entity affiliated with Grupo Gilinski, with an adjustment mechanism that could result in the issuance of up to approximately 5.4 million additional shares.
Upon completion, Grupo Gilinski is expected to hold approximately 56.3% of GeoPark’s outstanding common shares. The agreement also provides for Grupo Gilinski to launch a tender offer following closing to purchase GeoPark shares at $12.22 per share, subject to a maximum aggregate consideration of $100 million.
The Bare Block holds approximately 15.7 billion barrels of original oil in place and includes approximately 1,100 existing wells. Its redevelopment will proceed under Venezuela’s Production Participation Contract (CPP) framework, pursuant to a 25-year CPP agreement with PDVSA Petróleo S.A.
GeoPark is an independent energy company with more than 20 years of operations across Latin America, holding existing positions in Colombia and Argentina. The acquisition represents its first foray into Venezuela, occurring against the backdrop of regulatory changes intended to open the country’s oil sector to greater private and foreign investment.
The Cleary Gottlieb team advising GeoPark was led by partners Juan Giraldez (pictured) and Claire Schupmann, together with associate Isabella Dominguez. The OFAC advisory team was led by partner Samuel Chang, with associates B.J. Altvater and Alexi Stocker. Partner Duane McLaughlin and associate Alex Patterson advised on finance matters. All lawyers involved are based in New York, with the exception of Samuel Chang, B.J. Altvater, and Alexi Stocker, who are based in Washington, D.C.
