Shell completes $6.35 billion exchange offers for debt migration

LONDON - Shell plc (LSE:SHEL) (NYSE:SHEL) announced Thursday the completion of its exchange offers for notes issued by Shell International Finance B.V. and BG Energy Capital plc, with $6.35 billion in aggregate principal amount of notes successfully tendered and accepted for exchange.

The exchange offers, which closed on December 3, involved six series of existing notes being exchanged for corresponding new notes issued by Shell Finance US Inc. and fully guaranteed by Shell plc.

According to the company’s press release statement, the transaction was conducted to optimize Shell Group’s capital structure and align indebtedness with its U.S. business operations.

All notes validly tendered met the applicable minimum size conditions and were accepted for exchange. The settlement and issuance of the new notes is expected to occur on December 8.

The largest portion of exchanged debt came from Shell International Finance’s 6.375% Guaranteed Notes due 2038, with $2.06 billion tendered and accepted, followed by the 3.125% Guaranteed Notes due 2049 with $993.7 million accepted.

As part of the transaction, Shell Finance US, Shell and the dealer managers plan to enter into a registration rights agreement, requiring Shell to file a registration statement with the SEC for an exchange offer of the new notes within 365 days from settlement.

The exchange offers were managed by BofA Securities, Deutsche Bank Securities, and TD Securities, with D.F. King & Co. serving as the exchange agent and information agent.

The offers were made only to qualified institutional buyers in the United States and non-U.S. persons outside the United States in compliance with applicable securities laws, with specific restrictions for investors in various jurisdictions including the European Economic Area, United Kingdom, and several Asian markets.

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