UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT August Term, 2022 (Submitted: March 28, 2023 Decided: September 20, 2023) Docket Nos. 22-225-cv, 22-232-cv

RED TREE INVESTMENTS, LLC, Plaintiff-Appellee,

v. PETRÓLEOS DE VENEZUELA, S.A., Defendant-Appellant,

PDVSA PETRÓLEO, S.A., Defendant. ∗

Before: SACK, LOHIER, AND CARNEY, Circuit Judges.

In 2015 and 2016, Defendant-Appellant Petróleos de Venezuela, S.A. (“PDVSA”), an oil company wholly owned by the Bolivarian Republic of Venezuela, entered into two Note Agreements and a Credit Agreement with the predecessor-in-interest to now-Plaintiff-Appellee Red Tree Investments, LLC (“Red Tree”). † Between November 2017 and March 2018, PDVSA became delinquent on its obligations under the contracts. Red Tree’s predecessor-in- interest accelerated the outstanding debt in March 2018, and in February 2019, Red Tree initiated these actions in Supreme Court, New York County, which Defendants removed to the United States District Court for the Southern District of New York. PDVSA claims that any further payment under the Agreements was impossible and should therefore be excused. But in December 2021, the district court (Castel, J.) granted summary judgment against PDVSA on the grounds that ∗ The Clerk of Court is respectfully directed to amend the caption as set forth above. † Red Tree’s predecessor-in-interest, and the party with which PDVSA initially entered into the Note and Credit Agreements, was General Electric Capital Corporation and its affiliates. The contracts were assigned to Red Tree in 2019. 22-225-cv; 22-232-cv Red Tree Investments, LLC v. PDVSA, Petróleo PDVSA had failed to provide sufficient evidence that payment was impossible, or in the alternative, that any impediment to payment was not reasonably foreseeable. It therefore entered judgment in favor of Red Tree and imposed post-judgment interest accruing at a rate of 8.5% on the Note Agreements and 9.5% on the Credit Agreement. On appeal, PDVSA contends that the district court erred in concluding that no reasonable trier of fact could find that payment was impossible or that U.S. sanctions were unforeseeable. PDVSA further asserts that the district court incorrectly calculated post-judgment interest. However, we agree with the district court that payment by PDVSA was not impossible, and because we further conclude that the district court did not err in its calculation of post- judgment interest, we AFFIRM the judgments of the district court.

Dennis H. Tracey, III, Matthew Ducharme, Hogan Lovells US LLP, New York, NY; Jessica A.B. Livingston, Hogan Lovells US LLP, Denver, CO, for Defendants-Appellants;

Steven F. Molo, Justin M. Ellis, Lauren F. Dayton, Mark W. Kelley, MoloLamken LLP, New York, NY; Elizabeth K. Clarke, MoloLamken LLP, Chicago, IL, for Plaintiff- Appellee. 22-225-cv; 22-232-cv Red Tree Investments, LLC v. PDVSA, Petróleo SACK, Circuit Judge:

In 2015 and 2016, Defendant-Appellant Petróleos de Venezuela, S.A. (“PDVSA”), 1 an oil company wholly owned by the Bolivarian Republic of Venezuela, entered into two Note Agreements and a Credit Agreement with the