TotalEnergies’ Divestment Saga: Regulatory Oversight, Missed Deadlines, Tale of Two Deals

Nigeria’s oil and gas sector has been in the news of recent as the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) and TotalEnergies literally engaged in a professional war of compliance, eliciting interest in many quarters.

Eguono Odjegba in this report takes a closer look into the background of these deals which represents some of the recent strategic retreat by operators in the International Oil Companies (IOCs).

TotalEnergies, the French oil giant, has been actively pursuing divestment of its onshore assets in Nigeria’s Niger Delta. The goal is to shed aging, high-cost, and environmentally risky operations while reducing its ballooning debt-reported to have surged 89% to $25.9 billion by July 2025.

The Collapsed SPDC Deal

In July 2024, TotalEnergies announced plans to sell its 10% stake in Shell Petroleum Development Company (SPDC) to Mauritius-based Chappal Energies for $860 million. NUPRC granted ministerial consent in October 2024, but with strict financial and environmental conditions.

However, by September 2025, NUPRC revoked its approval as Chappal Energies failed to raise the $860 million purchase price. In the same vein, TotalEnergies failed to pay regulatory fees or allocate funds for environmental rehabilitation.

Above developments unplugged concerns as may industry watchers raised eyebrow over repeated deadline extensions which nonetheless yielded no progress. Confirming the development, NUPRC spokesperson Eniola Akinkuotu said:

“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.”

This decision reflects NUPRC’s tougher stance on asset transfers, emphasizing financial capacity, technical competence, and accountability for environmental and host community liabilities under the Petroleum Industry Act (PIA).

However the troubled oil and gas giant pulled through with the offloading of yet another tired asset last week; Oil Mining Lease (OML) 118.

The Approved OML 118 Transaction

In contrast, TotalEnergies’ $510 million divestment of its 12.5% contractor interest in Oil Mining Lease (OML) 118 to Shell Nigeria Exploration and Production Company (SNEPco) and Nigerian Agip Exploration Limited (NAE) received full NUPRC approval.

Records show that while SNEPco acquired 10% for $408 million, NAE took 2.5% for $102 million; even as NUPRC due diligence confirmed both companies’ financial and technical capacity.

While highlights of the deal indicate that TotalEnergies has paid statutory application fees, the Assignees are committed to bearing all decommissioning, abandonment, and host community liabilities following ministerial consent mandated under Sections 95(1), (2), (7), (11), and (12) of the PIA.

Speaking on the latest development, NUPRC’s Head of Media, Akinkuotu, said: “SNEPco and NAE have demonstrated both technical and managerial competence… There is clear evidence that they have access to funding to meet their financial obligations.”

Regulatory Expectations versus Failed Obligations

Taken together, the Transaction Buyer(s), Value Status and NUPRC oversight have been fulfilled as reflected in the different transactions.

Implications for Nigeria’s Oil Sector

The contrasting outcomes of these two deals underscore the evolving regulatory climate in Nigeria. NUPRC is no longer rubber-stamping divestments—it demands transparency, financial discipline, and environmental accountability.

This shift is critical as Nigeria navigates the exit of international oil majors and the rise of indigenous operators. It is instructive that while the failed SPDC deal is a cautionary tale; the successful OML 118 transaction is a blueprint for future compliance.