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TotalEnergies SE announces the Maximum Acceptance Amount for the tender offer for its €2,500,000,000 Undated Deeply Subordinated Notes issued on 26 February 2015 (ISIN: XS1195202822)

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TotalEnergies SE has announced the Maximum Acceptance Amount of EUR 2.5 billion for its tender offer regarding outstanding €2.5 billion Undated Non-Call 10 Year Deeply Subordinated Notes due February 2025. The company has successfully priced a dual tranche issuance of new notes, consisting of €1.25 billion Undated Non-Call 5.25 Year and €1.25 billion Undated Non-Call 10 Year Deeply Subordinated Fixed Rate Resettable Notes. This initiative aims to proactively manage the company's hybrid portfolio.

TotalEnergies SE ha annunciato l'Importo Massimo di Accettazione di EUR 2,5 miliardi per la sua offerta pubblica di acquisto relativa a €2,5 miliardi di Note Sottoscritte Non Richiamabili di 10 Anni Scadenza Febbraio 2025. L'azienda ha completato con successo la determinazione del prezzo per un'emissione in due tranche di nuove note, composta da €1,25 miliardi di Note Sottoscritte Non Richiamabili di 5,25 Anni e €1,25 miliardi di Note Sottoscritte Non Richiamabili di 10 Anni Fortemente Subordinate con Tasso Fisso Rinegoziabile. Questa iniziativa mira a gestire proattivamente il portafoglio ibrido dell'azienda.

TotalEnergies SE ha anunciado el Monto Máximo de Aceptación de EUR 2,5 mil millones para su oferta pública de adquisición relacionada con €2,5 mil millones de Notas Subordinadas No Llamables de 10 Años con vencimiento en Febrero de 2025. La compañía ha fijado con éxito el precio de una emisión en dos tramos de nuevas notas, que consiste en €1,25 mil millones de Notas Subordinadas No Llamables de 5,25 Años y €1,25 mil millones de Notas Subordinadas No Llamables de 10 Años con Tasa Fija Reajustable. Esta iniciativa tiene como objetivo gestionar proactivamente el portafolio híbrido de la empresa.

TotalEnergies SEEUR 25억의 최대 수용 금액을 발표하며, 2025년 2월 만기인 25억 유로의 만기 없는 비발행 10년 후순위 채권의 입찰 제안에 관련된 것입니다. 이 회사는 5.25년 비발행 비콜 채권 12.5억 유로와 10년 비발행 비콜 후순위 고정금리 재조정 채권 12.5억 유로로 구성된 새로운 채권의 이중 발행 가격을 성공적으로 책정했습니다. 이 이니셔티브는 회사의 하이브리드 포트폴리오를 능동적으로 관리하기 위한 것입니다.

TotalEnergies SE a annoncé le Montant Maximum d'Acceptation de 2,5 milliards d'EUR pour son offre publique de rachat concernant des Obligations Subordonnées Non Remboursables de 10 Ans d'un montant de 2,5 milliards d'euros arrivant à échéance en Février 2025. La société a réussi à fixer le prix d'une émission en deux tranches de nouvelles obligations, composée de 1,25 milliard d'euros d'Obligations Non Remboursables de 5,25 Ans et de 1,25 milliard d'euros d'Obligations Subordonnées Non Remboursables de 10 Ans à Taux Fixe Réinitialisable. Cette initiative vise à gérer de manière proactive le portefeuille hybride de l'entreprise.

TotalEnergies SE hat den maximalen Annahmebetrag von EUR 2,5 Milliarden für sein Übernahmeangebot bezüglich der ausstehenden €2,5 Milliarden Nicht kündbarer 10 Jahre tief nachrangiger Anleihen mit Fälligkeit im Februar 2025 angekündigt. Das Unternehmen hat erfolgreich den Preis einer doppelt tranche-Emission neuer Anleihen festgelegt, die aus €1,25 Milliarden Nicht kündbaren Anleihen mit einer Laufzeit von 5,25 Jahren und €1,25 Milliarden Nicht kündbaren 10-jährigen tief nachrangigen festverzinslichen resetbaren Anleihen besteht. Diese Initiative zielt darauf ab, das hybride Portfolio des Unternehmens proaktiv zu verwalten.

Positive
  • Successfully priced €2.5 billion dual tranche issuance of new notes
  • Proactive management of company's hybrid portfolio through debt refinancing
Negative
  • None.

Insights

TotalEnergies is executing a significant debt restructuring operation through a tender offer for its €2.5 billion hybrid bonds issued in 2015, while simultaneously issuing new hybrid notes worth €2.5 billion in two equal tranches. This liability management exercise helps optimize the company's capital structure by replacing older hybrid securities with new ones at potentially more favorable terms.

The dual-tranche issuance comprises €1.25 billion of 5.25-year and €1.25 billion of 10-year deeply subordinated notes. This proactive refinancing ahead of the first call date in February 2025 demonstrates strong financial management and likely aims to take advantage of current market conditions. The transaction maintains TotalEnergies' hybrid capital while potentially reducing future interest costs.

PARIS--(BUSINESS WIRE)-- Regulatory News:

On 12 November 2024, TotalEnergies SE (the “Company”) (Paris:TTE) (LSE:TTE) (NYSE:TTE) announced an invitation to the Qualifying Holders of its outstanding €2,500,000,000 Undated Non-Call 10 Year Deeply Subordinated Fixed Rate Resettable Notes with a first call date on 26 February 2025 issued on 26 February 2015 (ISIN: XS1195202822) (all of which are currently outstanding) and admitted to trading on Euronext Paris (the “Notes”) to tender their Notes for purchase by the Company for cash up to the Maximum Acceptance Amount (as defined herein), subject to the conditions described in the tender offer memorandum dated 12 November 2024 (the “Tender Offer Memorandum”) prepared by the Company (such invitation, the “Tender Offer”).

The Company now announces the Maximum Acceptance Amount for the Tender Offer.

The Tender Offer is being made on the terms and subject to the satisfaction or waiver of the Financing Condition and the other conditions contained in the Tender Offer Memorandum, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Company successfully priced its dual tranche issuance of €1,250,000,000 Undated Non-Call 5.25 Year Deeply Subordinated Fixed Rate Resettable Notes and €1,250,000,000 Undated Non-Call 10 Year Deeply Subordinated Fixed Rate Resettable Notes (together, the “New Notes”). The Maximum Acceptance Amount (being the maximum aggregate principal amount of Notes the Company proposes (subject to the satisfaction or waiver of the Financing Condition) to accept for purchase pursuant to the Tender Offer) has been set by the Company at EUR 2,500,000,000. The acceptance of any Notes validly tendered for purchase by Qualifying Holders is at the absolute discretion of the Company and the Company reserves the absolute right not to accept any Notes validly tendered pursuant to the Tender Offer.

The purpose of the Tender Offer and the planned issuance of New Notes is, amongst other things, to proactively manage the Company’s hybrid portfolio.

This announcement must be read in conjunction with the Tender Offer Memorandum.

Disclaimer

This announcement does not constitute a prospectus. This announcement is neither an offer to sell nor a solicitation of an offer to buy securities. The securities which are the subject of this publication were not offered to the public.

This announcement does not constitute an invitation to participate in the Tender Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.

Tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from qualifying holders in any circumstances in which such offer or solicitation is unlawful. The Company does not make any recommendation as to whether or not qualifying holders should participate in the Tender Offer.

United States

The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States or to U.S. Persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the Securities Act) (each a U.S. Person) and the Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States of America (“U.S. holders” within the meaning of Rule 800(h) under the Securities Act). Accordingly, copies of the Tender Offer Memorandum, this announcement and any documents or materials related to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any such person. Any purported Tender Instruction in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Tender Instructions made by a person located or resident in the United States of America or any agent, fiduciary or other intermediary acting on a non‑discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

For the purposes of the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Each Qualifying Holder of Notes participating in the Tender Offer will represent that it is not participating in the Tender Offer from the United States, that it is participating in the Tender Offer in accordance with Regulation S under the Securities Act and that it is not a U.S. Person or it is acting on a non‑discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and who is not a U.S. Person.

France

The Tender Offer is being made, directly or indirectly in the Republic of France to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation (as defined below), as amended, and Article L.411-2 of the French Code monétaire et financier as amended from time to time. The Tender Offer Memorandum and any other offering material relating to the Tender Offer may be distributed in the Republic of France only to qualified investors. Neither the Tender Offer Memorandum, nor any other such offering material has been submitted for clearance to the French Autorité des marchés financiers (the “AMF”).

Please refer to the Tender Offer Memorandum for the other applicable jurisdictions.

New Notes

Nothing in this announcement constitutes an offer to sell or the solicitation of an offer to buy the New Notes in any jurisdiction.

Subject as set out therein, any investment decision to purchase any New Notes should be made solely on the basis of the debt issuance programme prospectus dated 10 September 2024 which received approval no. 24-396 from the AMF on 10 September 2024 (the “Debt Issuance Programme Prospectus”) and the supplement to the Debt Issuance Programme Prospectus dated 8 November 2024 which received approval no. 24-478 from the AMF on 8 November 2024 (the “Supplement”) which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 as may be amended from time to time (the “Prospectus Regulation”) and the final terms of the New Notes, and no reliance is to be placed on any representations other than those contained in the Debt Issuance Programme Prospectus. Subject to compliance with all applicable securities laws and regulations, the Debt Issuance Programme Prospectus and (following the pricing of the New Notes) the relevant final terms will be available from the Dealer Managers (in their capacity as a joint lead managers in the context of the issue of the New Notes) on request.

Compliance information for the New Notes: MiFID II / UK MiFIR/ professionals/ECPs-only/No PRIIPs or UK PRIIPs KID – Manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.

For further information, please refer to the Debt Issuance Programme Prospectus, the Supplement and the relevant final terms.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of such securities.

TotalEnergies SE

Source: TOTALENERGIES SE

FAQ

What is the Maximum Acceptance Amount for TotalEnergies (TTE) 2024 tender offer?

TotalEnergies (TTE) set the Maximum Acceptance Amount at EUR 2.5 billion for its tender offer of Undated Deeply Subordinated Notes due February 2025.

What new notes did TotalEnergies (TTE) issue in November 2024?

TotalEnergies (TTE) issued a dual tranche of €1.25 billion Undated Non-Call 5.25 Year and €1.25 billion Undated Non-Call 10 Year Deeply Subordinated Fixed Rate Resettable Notes.

What is the purpose of TotalEnergies (TTE) 2024 tender offer?

The purpose of TotalEnergies (TTE) tender offer and new notes issuance is to proactively manage the company's hybrid portfolio.

TotalEnergies SE

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