Shell Closes Gulf of America Asset Sale With $840 Million Proceeds

Shell Offshore Inc., a subsidiary of Shell plc, announced on September 22, 2026, that it has completed the previously announced sale of its 50% non-operated working interest in the Na Kika platform and associated fields in the Gulf of America, together with its 100% owned Coulomb tieback. The assets were acquired by a subsidiary of Talos Energy (TALO ) and an affiliate of Ridgewood Energy Corporation. Shell said it received approximately $840 million in cash proceeds, reflecting adjustments between the transaction’s effective date of July 1, 2025, and closing. The company said the transaction supports its efforts to actively shape its portfolio to ensure a resilient and increasingly competitive Upstream business.

Talos Energy confirmed the closing in a separate announcement the same day. The final net cash purchase price for Talos’s share was $420 million, which includes a $42.5 million deposit placed in escrow when the definitive agreements were executed and remains subject to customary post-closing adjustments, the company said.

Transaction Terms

Shell and Talos each announced the definitive agreement on June 30, 2026. Total consideration at signing was $1.7 billion, before customary adjustments and certain contingent payments. Talos said its expected final net cash figure was based on estimated interim cash flow from the acquired assets from the July 1, 2025 effective date.

Under the agreement, Shell will receive uncapped upside-linked payments through 2027 and overriding royalty interests on production from new Na Kika tiebacks, subject to conditions. Talos described the corresponding buyer-side arrangement as a 50% upside sharing agreement effective at closing through year-end 2027, subject to commodity-price-based thresholds if the realized price exceeds $60 per barrel, as well as certain other contingencies and agreements.

The buyers assumed certain decommissioning obligations and provided security with respect to those obligations. Shell Trading US Company will retain rights to offtake from Na Kika and Coulomb through negotiated agreements with the buyers.

At signing, Shell said the transaction was expected to close by the end of 2026, subject to regulatory approvals. Closing of the divestment of Shell’s interest in the Na Kika host and associated fields was subject to BP’s preferential right to purchase within 30 days of notification for the price allocated under the purchase and sale agreement. Talos also cited the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 among its closing conditions.

Acquired Assets and Buyer Financing

The Na Kika semi-submersible platform began producing in 2003, and production from the Coulomb tieback began in 2005. At the time of the June agreement, Na Kika was Shell’s only non-operated platform in the Gulf of America. BP operates Na Kika and holds the remaining 50% working interest in the platform.

The interests acquired by Talos comprise a 50% working interest and operatorship in the Coulomb field, previously owned exclusively by Shell, and a 25% non-operated working interest in the BP-operated Na Kika platform and four associated fields: Kepler, Ariel, Fourier, and Herschel.

Shell reported that its entitlement share of production from these assets was 37,000 barrels of oil equivalent per day for 2025. According to Shell’s modeling, Na Kika and Coulomb will not be meaningful contributors to production by 2030. Shell’s proved reserves were 4.3 million barrels of oil equivalent at the end of 2025 for Na Kika and 7.2 million barrels of oil equivalent at the end of 2025 for Coulomb, the company said.

Talos reported that the acquired assets held approximately 23 million barrels of oil equivalent of proved reserves and 10 million barrels of oil equivalent of probable reserves, based on the NSAI SEC year-end 2025 reserves report, net to Talos and net of P&A. Average production for the interests Talos acquired was approximately 16,000 barrels of oil equivalent per day in the first quarter of 2026, roughly 77% oil, according to the company.

At signing, Talos stated cash consideration of $850 million net to Talos, subject to customary purchase price adjustments, and said it expected final net cash consideration of approximately $450 million to $500 million, assuming a September 1, 2026 closing date. The company said it expected to fund the acquisition through a combination of cash on hand and debt, and that it had secured $150 million of incremental commitments from existing lenders, increasing its borrowing base from $700 million to $850 million, subject to and effective upon closing. Greenhill, a Mizuho affiliate, served as exclusive financial advisor to Talos on the acquisition.

“The Gulf of America is one of our highest-value basins, and we are actively shaping our portfolio to ensure our Upstream business continues to be resilient and increasingly competitive,” said Peter Costello, Shell’s Upstream President, when the agreement was announced in June. “We remain focused on sustaining our material liquids production into the next decade.”

Talos President and Chief Executive Officer Paul Goodfellow said the closing “marks another important step in executing our strategy to build a long-lived, scaled portfolio and become the leading pure-play offshore E&P.”

Talos said its third-quarter 2026 results will include contributions from the acquired assets from the closing date through quarter-end, with the acquired assets fully consolidated beginning in the fourth quarter of 2026. Updated full-year 2026 guidance will be provided in conjunction with the third-quarter 2026 earnings release. Talos intends to release those results on November 3, 2026, after U.S. financial markets close, and will host a conference call on November 4, 2026, at 10:00 a.m. Eastern Time.