Shell has begun a series of exchange offers for six series of USD notes issued by Shell International Finance B.V. and BG Energy Capital plc. Holders of the old notes can swap them for new notes issued by Shell Finance US, fully guaranteed by Shell plc, and receive a cash component. The exchange offers started on 3 November 2025 and will close on 3 December 2025, with a settlement date expected on 8 December 2025.
The new notes carry the same interest rate, maturity, optional redemption date, and interest payment dates as the corresponding old notes, ensuring a seamless transition for investors. Minimum tender amounts are $1,000 for Shell International Finance notes and $200,000 for BG Energy Capital notes. Early participation before 17 November 2025 earns an early‑participation premium; offers after the deadline provide the standard exchange consideration.
Shell’s net debt fell from $75 billion in 2023 to $70 billion in 2024, driven by strong cash flows and asset sales. The debt‑to‑equity ratio has declined from 0.9 to 0.8, and interest coverage has improved from 9× to 10×. The exchange is part of a broader strategy to align Shell’s indebtedness with its U.S. operations, reduce financing costs, and increase flexibility for future capital allocation.
Management said the debt migration will lower annual interest expense by an estimated $200 million and position the company to fund growth in renewables and energy solutions. The move also consolidates Shell’s debt under a single, fully guaranteed issuer, simplifying the balance sheet and supporting long‑term growth initiatives.
The exchange reflects Shell’s ongoing focus on capital structure optimization, including share buy‑back programs and dividend increases. By consolidating debt, Shell aims to maintain competitiveness in an industry transitioning to lower‑carbon solutions while ensuring sufficient liquidity to invest in future energy projects.
The six series of notes represent approximately $8.4 billion in total value, covering Shell International Finance and BG Energy Capital debt that will be migrated into Shell Finance US. The new structure is expected to provide a more efficient financing base for Shell’s U.S. operations and support its strategic shift toward renewable energy and lower‑carbon technologies.
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