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By Marianna Parraga

HOUSTON, Nov 29 (Reuters) - A U.S. judge on Saturday authorized the sale of shares in the Venezuela-owned parent of Citgo Petroleum to an affiliate of Elliott Investment Management, following his approval earlier this week of a $5.9 billion bid from the company in a court-organized auction to pay Venezuela-linked creditors.

The sale order is the last major legal step to wrap a two-year auction aimed at paying up to 15 creditors for debt defaults and expropriations in the South American country.

In a case first introduced by miner Crystallex against Venezuela in 2017, the Delaware court found Citgo's parent PDV Holding liable for the OPEC country's debt, opening the door for over a dozen additional creditors to join the auction.

The bid from Elliott's Amber Energy, which includes a key agreement to pay $2.1 billion to the holders of a defaulted Venezuelan bond, had been recommended earlier this year by a court officer overseeing the auction, in a switch from his previous recommendation of an offer from rival bidder Gold Reserve GRZ.V.

The change triggered a flurry of objections and challenges to Amber's bid, which were overruled by Delaware Judge Leonard Stark. But parties in the case including Venezuela have said they will appeal Stark's confirmation of Amber's bid.

"The consideration to be provided by the buyer under the stock purchase agreement is fair, adequate, and reasonable consideration for the PDVH shares and constitutes an adequate price for the purchase of the PDVH shares under the terms of the Sale Procedures Order," Judge Stark said in his order.

More than half a dozen creditors are set to cash proceeds from the auction if the transaction is completed. The sale is expected to close next year pending approvals from regulators and the U.S. Treasury Department, Amber said earlier this week.

Those creditors include oil producer ConocoPhillips COP.N, miners Crystallex and Rusoro Mining, and industrial conglomerates O-I Glass OI.N and Koch.

Upon closing, the buyer will assume no liabilities related to Citgo's ultimate parent, Venezuela's oil company PDVSA, or the Republic, the judge said.

(Reporting by Marianna Parraga; Editing by Julia Symmes Cobb and Nathan Crooks)

((marianna.parraga@thomsonreuters.com; +1 713 371 7559; Reuters Messaging: @mariannaparraga))