STOCKHOLM: KEO Capital AB (publ) (Nasdaq Stockholm: KEOC) has taken a decisive step forward in its Latin American energy strategy, signing a definitive agreement to acquire an additional 16% indirect stake in Venezuelan oil producer PetroUrdaneta.
The deal, struck with Novonor Latinvest Energy S.à.r.l, raises KEO Capital’s indirect equity interest in the Maracaibo Basin-focused venture from 24% to 40%. The total purchase price stands at USD 37.5 million, structured in three installments to preserve financial flexibility for the acquiring firm, a statement said.
A Power Play in the Maracaibo Basin
Once the transaction closes, KEO Capital’s energy affiliates will hold a 40% indirect stake in PetroUrdaneta alongside Venezuela’s state-owned oil giant PdVSA, which retains the controlling 60% interest. The move consolidates KEO’s control over Novonor’s entire stake in the joint venture, marking what the company calls “a significant milestone” in its Energy Division strategy.
“This agreement is an important milestone in consolidating our position in PetroUrdaneta,” said Roberto Marchiori, CEO of KEO Capital. “The agreed structure gives us the flexibility to manage our payment obligations efficiently while the planned separation of our energy business will allow us to sharpen our strategic focus going forward.”
Payment Terms and Timelines
The USD 37.5 million consideration breaks down as follows:
· USD 5.35 million – due immediately upon signing the definitive agreement
· USD 22.15 million – payable at closing
· USD 10 million – deferred, due either 24 months from closing or upon KEO Capital or its energy affiliates completing a qualifying capital raise exceeding USD 43 million, whichever comes first
Closing is expected to occur as soon as practical following customary conditions, with a hard deadline of November 30, 2026—unless a qualifying capital raise triggers an earlier closure within 21 days of receiving those proceeds.
Sweetening the Deal: Past Dividends and Discounted Payoffs
In a notable side agreement, KEO Capital has secured an option to prepay Novonor’s rights to retained past dividends at the PetroUrdaneta level—at a 70% discount. That option is exercisable at any time within three years from June 5, 2026.
Separately, an outstanding contingent payment of up to EUR 18 million—linked to cumulative production targets from the original Buyer Call Option Agreement—remains payable in three equal EUR 6 million installments. The new definitive agreement grants KEO the right to prepay that entire contingent amount at a 25% discount at any time within 18 months of signing.
Funding and Reorganization Plans
KEO Capital intends to fund the first USD 5.35 million installment through its Energy Division, a move designed to support the division as the company advances its reorganization and pursues a separate listing process to raise additional capital.
The company has also engaged an internationally recognized independent reserve auditor to prepare its first reserve report for the Venezuelan field, expected in the second half of 2026—a report that could significantly enhance the asset’s visibility to future investors.
Background on PetroUrdaneta
PetroUrdaneta operates fields in the prolific Maracaibo Basin in northwestern Venezuela, one of the country’s most established oil-producing regions. The joint venture is currently structured with PdVSA holding 60% and OE&P (now under KEO’s increasing control) holding 40%.
KEO Capital’s journey into the asset began in March 2024, when it paid EUR 4.6 million for the exclusive right to acquire 60–100% of Novonor’s Spanish vehicle. In March 2026, the company exercised its first call option, acquiring a 24% indirect interest with an additional EUR 4.6 million payment.
With this latest deal, KEO Capital is positioning itself as a meaningful independent player in Venezuela’s energy sector—and all eyes will be on the Maracaibo Basin as the company prepares for its next phase of growth and capital raising.
