On March 3, 2025, a BILD investigation revealed that Russia and the US held secret talks in Switzerland, on resuming gas flows to Germany via the Nord Stream 2 pipeline. The Swiss operator of Nord Stream 2 and various Russia-based entities linked to the $11 billion pipeline are currently under U.S. sanctions. Ongoing U.S.-Russia discussions about resuming the pipeline are seen as part of President Trump’s efforts to improve relations with Russia.
The significant debt of Nord Stream 2 AG is well acknowledged, and there is a possibility that the court in Zug, Switzerland could force the company into bankruptcy. If this happens, the court may require a public auction of the company’s assets. However, the current bankruptcy proceedings could also offer a potential opportunity for Nord Stream 2 AG to negotiate a settlement with its creditors.
What implications would arise if American investors were to acquire Nord Stream 2 and collaborate with Gazprom, Germany to reactivate the pipeline?
Jens Berger writes for NachDenkSeiten…
Will Nord Stream 2 soon be in American hands?
The diplomatic rapprochement between the USA and Russia could [sic] have consequences for Germany’s energy supply. According to consistent media reports, there are already several Americans interested in buying the Russian Nord Stream 2 Baltic Sea pipeline. If these plans were to be implemented, Russian pipeline gas would come to Germany again – but the Americans would sell it. It’s not just about a lot of money but above all about power. Germany’s catastrophic diplomacy towards Russia has brought us into this precarious situation, but there is still a way out of the misery. Germany would have to take control and put the pipeline back into operation under its own direction. However, it is doubtful whether the political will to do so exists.
In January – shortly before Trump took office – the Nach Denk Seiten reported in detail on the latest developments regarding the future of the two pipelines Nord Stream 1 and 2. At the time, we speculated that the takeover plans of the US investor Stephen P. Lynch were perhaps not about putting Nord Stream 2 back into operation, but rather about preventing it from being put back into operation. At the time, no one would have seriously expected that Donald Trump would start diplomatic negotiations with Russia at a breathtaking speed, seek to normalize relations and that the EU, like a giant tanker at full speed, would either not be able or unwilling to turn the wheel and would continue on its hostile course towards Russia. This could be a strategic decision, the negative consequences of which we will not feel for many years to come. This is also the case with Nord Stream.
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Let’s take a look at the current situation of Nord Stream 2. Line B of Nord Stream 2 was not damaged in the attack on the pipelines and could, from a technical point of view, go into operation within a very short time. Line A, on the other hand, is badly damaged and it is uncertain what effort will be required to repair it. Legally, things are more complicated for both lines. The outgoing Federal Minister of Economics, Habeck, stopped the certification process for Nord Stream 2 AG on February 22, 2022 – two days before the Russian attack on Ukraine. Commissioning of the intact line B of Nord Stream 2 would thus “only” fail due to the lack of a German certification process and the ongoing EU and US sanctions against Nord Stream 2 AG. It is very likely that the US will soon drop its sanctions. The ball is therefore in the court of the EU and the federal government. But who should operate the pipeline in the first place if the EU and federal government decide to commission it?
This is where the ongoing bankruptcy proceedings of Nord Stream 2 AG before the cantonal court in Zug, Switzerland, where the operating company is based, come into play. Nord Stream 2 AG is a wholly owned subsidiary of the Russian company Gazprom AG. Instead of investing in Nord Stream 2 AG, the European partners have contributed their “participation” in the pipeline project in the form of loans. With 950 million euros each, they have contributed 50 percent of the total construction costs of 9.5 billion euros. Nord Stream 2 AG is therefore heavily indebted, has no business income and is therefore the subject of bankruptcy proceedings. The aim of this procedure is to reach an agreement between the creditors and Nord Stream 2 AG. If this is not successful, the court must declare bankruptcy and all of the AG’s assets will be auctioned off publicly. The time frame for an agreement has been repeatedly extended by the cantonal court; most recently in February. A court document cited by the British Financial Times shows that Gazprom justified this further – and perhaps final – extension by referring to Trump’s impending inauguration and the federal elections, which “are likely to have a significant impact on the future of Nord Stream 2”. Very few people knew at the time how right Gazprom was in this.
In order to prevent an auction of the assets of Nord Stream 2 AG, especially the two pipes, an agreement would have to be reached between the creditors. The major creditors are the five European partners who have indirectly contributed their “participation” in the form of loans. These are…
- UniperJust last week, NachDenkSeiten reported extensively on Uniper . Uniper is currently 99.12 percent owned by the federal government. It is unclear what interest the federal government has in reaching an agreement with the other creditors.
- OMVThe Austrian energy group OMV is 31.5 percent owned by the Republic of Austria. OMV purchased Russian pipeline gas from Gazprom until November last year, but the supply contracts were terminated in December due to legal disputes . How OMV will behave as a creditor is unknown and, given the high share of ownership held by the Republic of Austria, is probably a political question.
- EngieThe French energy group Engie is 23.6 percent owned by the French state. Here too, it is more of a political question of how Engie will behave as a creditor.
- Wintershall DeaThe former German company was sold to British Harbour Energy in 2024, but the assets in Russia remained in the rump company, which is 67 percent owned by the German chemical company BASF and 33 percent by a Luxembourg holding company backed by the Russian oligarchs Mikhail Fridman and Pyotr Aven. Since BASF, as an energy-intensive company, was one of the largest customers of Russian natural gas before the sanctions and will continue to rely on cheap energy in the future, it is likely that any solution that envisages the commissioning of the pipeline will be approved.
- ShellShell plc is a British energy company that is majority-owned by institutional investors such as BlackRock, Vanguard and Norges. Shell has ended its business relations with Russia and is relying entirely on LNG imports . It is rather unlikely that Shell will torpedo its new business area due to competition from cheap pipeline gas. Shell is therefore likely to be keen to leave the Nord Stream pipes on the bottom of the Baltic Sea.
As one can easily see, it will not be easy to reach an agreement between these five major creditors, three of which are “state-owned companies”. However, commissioning in the current corporate form is only possible if an agreement is reached. If Germany really had an interest in commissioning, it would certainly find ways and means to get the other creditors on board, especially since all parties involved have already written off their claims as losses. The obstacles to a solution are therefore not so much operational or financial, but purely political. An agreement could certainly be reached with Austria and France, especially since both countries would also benefit from cheaper gas imports. BASF itself has a great interest as an indirect creditor and Shell would certainly be able to pay out. In the end, the resumption of Russian gas imports could be under German or European control. Line B could – assuming certification by the new federal government – already supply gas in the short to medium term. Line A would first have to be repaired.
What happens if the creditors cannot reach an agreement? Then the pipelines will be auctioned off publicly. As of today, Russian bidders are excluded from this auction due to the sanctions. Theoretically, German bidders and even the German government itself could bid – but they would be able to achieve this goal with much less effort and cost as part of the bankruptcy proceedings. If Nord Stream 2 goes under the hammer, potential bidders are likely to be primarily from the USA. In addition to the aforementioned Stephen P. Lynch, there is now another particularly interesting interested party, according to the Financial Times .
If the FT is to be believed, the former Stasi agent, Gazprom manager and head of the old Nord Stream 2 AG, Matthias Warnig, has now contacted the new US government. Warnig apparently heads unnamed US investors and also has excellent contacts with Vladimir Putin and the inner circle of leadership in Moscow. Moreover, according to the FT, his plan has already reached Donald Trump’s inner circles. It is difficult to say how much truth there is in these reports. In any case, they are not unrealistic. Quite the opposite. If a consortium led by Matthias Warnig were to auction off the pipeline and have the full backing of Moscow and Washington, it would suddenly be up to the new federal government to take on both superpowers over the certification of Nord Stream 2.
If it really comes to the point where US investors buy Nord Stream 2 and restart it together with Gazprom, Germany will be in a pretty stupid situation. The FT quotes a former high-ranking US official as saying: “The US would say: ‘Well, now Russia will be reliable because trustworthy Americans are in the middle of it’. The US investors would collect ‘money for nothing’.” And that’s exactly how it looks. Germany would be the victim of its own (false) narratives. It would formally buy the gas from US companies and not even violate its own sanctions. So, as with the triangular trade with Russian LNG, it would end up buying Russian gas, but paying much higher prices for it. But that’s not all.
It would also make Germany dependent on the USA for gas imports. In 2024, 91 percent of German LNG imports came from the USA. According to US President Trump’s wishes, this amount is to increase further in the future. If the 20 billion cubic meters per year that can be transported via Line B of Nord Stream 2 were added to this, Germany would be largely dependent on US suppliers. Russia could sell gas and expand its relations with the USA. The USA could make profits as an intermediary between Russia and Germany, expand its relations with Russia and drive Germany into energy dependency. Win-win for Russia and the USA. The loser is Germany.
If Germany wants to avoid this scenario, it would have to prevent the pipeline from being auctioned off. The best way would therefore be to come to an agreement with the other creditors beforehand and work out its own solution for restarting operations. There is not much time left for this. The last extension granted by the cantonal court in Zug expires at the end of May. If no agreement is reached by then, the pipes will be auctioned off.
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