The Nigerian Upstream Petroleum Regulatory Commission has withdrawn its earlier approval for TotalEnergies to sell its minority stake in Shell Petroleum Development Company of Nigeria, delivering a setback to the French oil major’s plans to offload aging assets and reduce debt.
Reuters reported on Tuesday that the move disrupts TotalEnergies’ strategy to divest mature, high-emission assets while lowering its liabilities.
The decision adds a new twist to the wave of divestments by international oil companies exiting onshore operations in Nigeria’s Niger Delta, an area long challenged by security, environmental, and financial risks.
In July 2024, TotalEnergies had agreed to sell its 10 per cent stake in SPDC to Mauritius-based Chappal Energies. Although the NUPRC granted ministerial consent in October 2024 with strict financial conditions, the transaction fell through after both parties failed to meet critical financial obligations, despite several extensions.
“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 confirmed.
Industry sources reported that Chappal Energies was unable to raise the $860 million needed for the acquisition.
As a result, TotalEnergies also fell short of meeting regulatory fees and setting aside provisions for environmental remediation and future liabilities.
The failed transaction leaves TotalEnergies holding onto its SPDC stake, a joint venture beset by recurring oil spills, pipeline sabotage, and theft, problems that have driven up repair costs and increased environmental liabilities for operators.
SPDC’s other shareholders include the Nigerian National Petroleum Company Limited (55 per cent) and Italy’s Eni (5 per cent).
For TotalEnergies, the failed sale hampers its efforts to streamline its portfolio. The company has emphasized its strategy to divest older, high-cost, and high-emission assets as part of a broader plan to reduce debt, which surged 89% to $25.9 billion as of July 2025.
Chief Executive Officer Patrick Pouyanne told investors in July that the Nigerian sale was one of three deals expected to generate $3.5 billion by year-end, helping reduce the group’s debt-to-equity ratio, which stood at 28 per cent mid-year, including leases and hybrid debt.
In recent years, Nigeria has seen a wave of international oil companies divesting onshore assets to local or regional players.
In March 2025, Shell sold its 30 per cent SPDC stake to a consortium of mostly indigenous firms for up to $2.4 billion. U.S. giant ExxonMobil, Italy’s Eni, and Norway’s Equinor have also offloaded Nigerian assets to focus on more profitable offshore and global operations.
The NUPRC’s move signals Nigeria’s stricter approach to asset transfers, with regulators increasingly focused on ensuring that incoming operators possess the financial and technical capacity to meet all obligations.
