Shell plc announced that it received $6.22bn in validly tendered notes by the early participation deadline of November 17 as part of its note exchange offer. The operation aims to migrate six existing series of notes, issued by Shell International Finance B.V. and BG Energy Capital plc, to a new entity, Shell Finance US Inc., to optimise the group’s capital structure.
High participation across long-dated tranches
The 6.375% notes maturing in 2038 attracted the highest interest, with $2.01bn tendered out of $2.75bn outstanding. The 3.000% notes due in 2051 and the 3.125% notes maturing in 2049 recorded $864mn and $981mn respectively. In total, the tendered notes represented nearly 74% of the outstanding principal across all eligible series.
Extended terms through December 3
Shell decided to extend access to the early participation premium to all eligible holders who submit their notes by the new deadline of 5:00 p.m. New York time on December 3. This premium, originally available only to holders who acted before November 17, will now apply to all accepted notes regardless of tender date.
Transfer to a U.S.-based structure
The exchanged notes will be replaced by privately placed new notes issued by Shell Finance US Inc. and fully guaranteed by Shell plc. The move reflects Shell’s strategy to consolidate its debt instruments within a U.S. financial structure. Each series will only be exchanged if the newly issued notes for that series reach the $500mn minimum threshold.
Offer limited to qualified investors
The exchange offer is strictly limited to qualified institutional buyers in the United States and professional investors outside the United States, in accordance with the Securities Act of 1933. No distribution will be made to retail investors in Europe or the United Kingdom, in compliance with MiFID II and PRIIPs regulations. Investors must complete an eligibility certification to access the offering materials.
