TotalEnergies has completed the sale of its 10% non-operated participating interest in Nigeria’s Renaissance joint venture (JV), formerly known as the Shell Petroleum Development Company (SPDC) JV, to Vaaris for US$800 million, while retaining its full economic interest in three gas-producing licences within the venture.
The transaction was completed through TotalEnergies EP Nigeria (TEPNG), following the sale and purchase agreement announced on 14 January 2026. Under the arrangement, Vaaris acquires TotalEnergies’ participating interest, together with the associated rights and obligations, across the JV’s 18 licences in the Niger Delta. TotalEnergies will, however, retain the full economic interest in the three gas licences, OML 23, OML 28 and OML 77.
Those three licences currently account for approximately 50% of Nigeria LNG’s gas supply, preserving TotalEnergies’ economic exposure to a significant source of feed gas for the country’s LNG export industry despite its exit from the JV’s oil-producing interests.
What Vaaris is acquiring
The Renaissance JV holds 18 licences, comprising 15 that produce mainly oil and three that produce mainly gas. Production from the 15 mainly oil-producing licences represented approximately 16,000 barrels of oil equivalent per day in TotalEnergies’ share in 2025.
The transfer to Vaaris covers TotalEnergies’ 10% participating interest across the licences. For the three gas-producing licences, the transfer of the participating interest is accompanied by an arrangement under which TotalEnergies retains the full economic interest. The company announced no change to its stated economic interest in those licences as part of the completed transaction.
The US$800 million consideration is for the divestment announced by TotalEnergies. The company has not separately disclosed the allocation of the consideration between the oil and gas licences.
Renaissance JV ownership continues to evolve
The transaction is the latest step in the restructuring of Nigeria’s onshore oil and gas sector, as international energy companies dispose of interests in mature assets and new owners take positions in existing ventures.
In March 2025, Renaissance Africa Energy Company completed its acquisition of Shell’s former SPDC business. Renaissance is the operator of the JV and holds a 30% interest.
A day before TotalEnergies announced its completion, Eni confirmed that it had completed the sale of its Nigerian subsidiary, Agip Energy and Natural Resources (Nigeria) Limited (AENR), to Apex Global Energy Limited. Apex is wholly owned by Sterling Oil Exploration and Energy Production Company Limited (SEEPCO). AENR holds a 5% interest in the Renaissance JV, and the sale transfers control of that subsidiary to Apex.
The transactions involving TotalEnergies and Eni therefore represent separate changes in ownership around the same venture. TotalEnergies’ divestment is valued at US$800 million; Eni did not disclose the financial terms of its sale of AENR.
Before these transactions, the JV comprised Nigerian National Petroleum Company Limited (NNPC), with 55%; Renaissance Africa Energy Company, with 30% and as operator; TotalEnergies EP Nigeria, with 10%; and AENR, with 5%.
The latest transactions mark a further shift in the ownership of Nigeria’s onshore oil and gas assets, following the transfer of Shell’s former SPDC business to Renaissance. They also highlight the different portfolio strategies being pursued by international energy companies: TotalEnergies is exiting its participating interest while preserving the economics of selected gas licences, and Eni has divested AENR as part of its upstream portfolio restructuring.
Advisers
Financial adviser: Scotiabank acted as sole financial adviser to TotalEnergies on the divestment.
Nigerian legal counsel: TEMPLARS advised on Nigerian law, including tax and competition matters. The disclosed team included Partner Dupe Dabiri, Senior Associate Adebimpe MacGregor, and Associates Gracia Bonire and Theophilus Eke. Tax advice was led by Partner Sesan Sulaiman and Senior Associate Chibuike Ikefuna, while Partner Zelda Akindele advised on competition matters.
International legal counsel: Jones Day advised TotalEnergies on the sale and purchase agreement. The disclosed team included Energy Partner Mohamed Mahjoubi and M&A Partner Audrey A. Bontemps, alongside Partners Carine Mou Si Yan, Sion Richard and Barnaby Stueck; Of Counsel Lukas Kratochvil; and Associates Cyril Cotterall-Debay, Anton Malakhov, Adnene Gargouri, India Rand and Diana Harapu.
TotalEnergies’ continuing Nigerian presence
The divestment does not represent a complete withdrawal by TotalEnergies from Nigeria. The company reported production of 188,000 barrels of oil equivalent per day in the country in 2025 and operates a distribution network of approximately 540 service stations. Its retained full economic interest in OML 23, OML 28 and OML 77 also preserves an economic connection to gas supplies for Nigeria LNG.
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