Latham & Watkins advises TOTAL SE in its issuance of €3 billion aggregate principal amount of perpetual subordinated notes

Latham & Watkins advised TOTAL SE in connection with the issuance by TOTAL SE, on January 25, 2021, of €3 billion aggregate principal amount of perpetual subordinated notes in two tranches.

The new undated subordinated notes issued by TOTAL SE includes (i) for the first tranche of €1,500,000,000 aggregate principal amount, a first redemption at TOTAL SE’s option commencing 7 years from the issue date, and bear interest at 1.625% per annum until that date, with the rate resetting periodically every 5 years thereafter and (ii) for the second tranche of €1,500,000,000 aggregate principal amount, a first redemption at TOTAL SE’s option commencing 12 years from the issue date, and bear interest at 2.125% per annum until that date, with the rate resetting periodically every 5 years thereafter.
The notes will be subordinated to all senior debt and, in accordance with IFRS, may be fully recognized as equity. They will benefit from “intermediate” treatment (50%) from the rating agencies Moody's and S&P.

The proceeds from the offering will be used to finance the Group’s development strategy in renewables, and in particular the acquisition of a 20% interest in Adani Green Energy Limited for €1.7 billion.

The notes, issued on January 25, 2021, are listed on the regulated market of Euronext Paris.

The Latham & Watkins capital markets team advising TOTAL SE consisted of partners Thomas Vogel and Roberto Reyes Gaskin assisted by associate Thibault Meynier. The tax aspects were handled by partner Olivia Rauch-Ravisé, assisted by associate Alexis Caminel.