The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has cancelled its earlier approval for TotalEnergies’ planned $860 million divestment of its minority stake in Shell Petroleum Development Company of Nigeria Limited (SPDC) to Chappal Energies, effectively terminating the deal.
TotalEnergies announced the transaction in July 2024, agreeing to sell its 10 percent interest in SPDC to the Mauritius-based energy company. The move was part of a broader industry trend, as international oil majors sought to exit Nigeria’s aging and environmentally risky onshore operations in favour of more profitable offshore projects.
Approval for the deal, granted in October 2024, was withdrawn after both parties failed to meet financial commitments tied to the ministerial consent.
“The ministerial consent was accompanied by certain financial obligations to the Nigerian people with strict deadlines. However, both parties failed to meet their financial commitments after repeated extensions, forcing the commission to cancel the deal,” NUPRC spokesperson Eniola Akinkuoto said on Tuesday.
Sources familiar with the matter told Bloomberg that Chappal was unable to secure the $860 million required to close the acquisition. The shortfall also prevented TotalEnergies from fulfilling its obligations, including the payment of regulatory fees and contributions to an environmental remediation fund intended to cover long-term liabilities.
Chappal has not confirmed its prospective financiers for the failed deal. The company, however, had in 2024 completed a $1.2 billion acquisition of Equinor’s Nigerian assets, backed by Mauritius Commercial Bank and commodities giant Trafigura.
The collapse of the transaction leaves TotalEnergies holding onto its 10 percent stake in SPDC, an operation that has long been beset by theft, pipeline sabotage, and oil spills. These challenges have not only driven up costs but also attracted increasing scrutiny from regulators and environmental groups.
In March 2025, Shell completed the sale of its 30 percent interest in SPDC to a consortium of five Nigerian firms for up to $2.4 billion. Other majors, including ExxonMobil, Eni, and Equinor, have also sold down their onshore positions in Nigeria, citing declining profitability and persistent security risks.
The failed sale represents a setback for TotalEnergies’ plan to cut debt and scale back exposure to carbon-intensive operations. Chief Executive Officer Patrick Pouyanné had told investors that the Nigerian divestment was one of three transactions expected to raise $3.5 billion by the end of 2024 and strengthen the company’s balance sheet.
TotalEnergies’ net debt rose by 89 percent in the year to July 2024, reaching $25.9 billion, while its debt-to-equity ratio stood at 28 percent mid-year, including leases and hybrid debt.
Despite the setback, the company maintains significant investments in Nigeria, with interests in 15 producing oil licences delivering around 14,000 barrels of oil equivalent per day in 2023, and three gas licences supplying roughly 40 percent of feedstock to Nigeria LNG.
