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LONDON - Shell plc (LSE:SHEL) (NYSE:SHEL) announced Monday the commencement of exchange offers for six series of U.S. dollar-denominated notes with a combined value of approximately $8.4 billion.
The exchange offers target five series of notes issued by Shell International Finance B.V. and one series issued by BG Energy Capital plc. Eligible holders can exchange their existing notes for a combination of cash and new notes to be issued by Shell Finance US Inc., fully guaranteed by Shell plc.
According to the company’s press release, each series of new notes will maintain the same interest rate, maturity date, and interest payment dates as the corresponding original notes, with only minor modifications including the change in issuing entity.
Shell stated it is conducting these exchange offers "to optimize the Shell Group’s capital structure and align indebtedness with its U.S. business."
The exchange offers commenced November 3 and will expire at 5:00 p.m. New York City time on December 3, 2025, unless extended. Eligible holders who tender their notes before the early participation deadline of November 17 will receive the total consideration, which includes an early participation premium of $30 principal amount of new notes per $1,000 of original notes exchanged.
For each exchange offer to proceed, the aggregate principal amount of new notes to be issued must meet a minimum threshold specified for each series. If this condition is not satisfied, no notes of that series will be accepted for exchange.
The new notes will be issued only in minimum denominations of $1,000 and whole multiples of $1,000 thereafter. The settlement date is expected to be December 8, 2025, if the offers are not extended.
The exchange offers are limited to qualified institutional buyers in the United States and non-U.S. persons outside the United States, with specific restrictions for investors in various jurisdictions including the European Economic Area, United Kingdom, Belgium, France, Italy, Hong Kong, Japan, and Singapore.
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