In December 2024, Nigeria’s government approved Shell’s sale of its onshore subsidiary, SPDC, to Renaissance, a group of mostly Nigerian companies, for $2.4 billion. It was the largest of a run of exits from the Niger Delta. Eni, ExxonMobil, Equinor and TotalEnergies have also sold onshore and shallow-water assets to local companies.
The coverage was about production, prices and politics. The question that will matter for the next twenty years got less attention: who now owns the pipelines that leak, the pits that were never closed and the creeks that were never cleaned?
The liability moves with the asset
When a licence changes hands, the obligations attached to it usually go with it. That means decommissioning wells and facilities at the end of their life, and dealing with contamination already in the ground. The seller’s provision becomes the buyer’s problem.
Nigeria’s Petroleum Industry Act of 2021 made this harder to ignore. Section 103 requires licensees and lessees to pay into an Upstream Environmental Remediation Fund, which the regulator can draw on when an operator fails to clean up. Separately, the upstream regulator, NUPRC, has approved 94 decommissioning and abandonment plans worth $4.42 billion since April 2023.
What a data room rarely shows
Data rooms describe production, reserves and contracts in detail. Contamination usually appears as a line in a risk register. Records are thin for sites that have changed operators more than once. Spill reports record what was lost, not what is still in the soil. And a regulator’s expectations can shift once a new owner is in place.
Three questions for a buyer
- What is actually on the sites today? Not what the records say, but what sampling shows, starting where the records are weakest.
- What will the regulator require, and by when?
- Who carries the cost under the sale agreement: the price, an escrow, an indemnity, or the buyer alone?
Three questions for a lender
- Has the borrower measured the liability, or only listed it?
- Is the cleanup cost in the financial model as a range, not a single number?
- What happens to the loan if the regulator orders a cleanup in year two?
Beyond Nigeria
Mature fields elsewhere in Africa are moving the same way, from large international companies to smaller and often local ones. The questions do not change from one country to the next. The answers do.
A liability nobody has measured is still a liability. It just has no price yet.
Sources
- S&P Global, 18 December 2024: Nigeria approves Shell’s watershed exit from oil-rich Niger Delta
- NUPRC: Upstream Environmental Remediation Fund Regulations (section 103 of the Petroleum Industry Act 2021)
- bne IntelliNews, September 2025: Oil majors face $4.4bn in liabilities under Nigeria’s tightened decommissioning rules

