Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 17 2021 - 9:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
June 17,
2021
Commission
File Number 001-10888
TotalEnergies
SE
(Translation
of registrant’s name into English)
2,
place Jean Millier
La
Défense 6
92400
Courbevoie
France
(Address of principal executive offices)
Indicate by
check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation
S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation
S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is
incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home
country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release,
is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has
already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
THIS REPORT
ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NOS. 333-255641, 333-255641-01,
333-255641-02 AND 333-255641-03) OF TOTALENERGIES SE, TOTALENERGIES CAPITAL INTERNATIONAL, TOTALENERGIES CAPITAL CANADA LTD. AND TOTALENERGIES
CAPITAL AND THE REGISTRATION STATEMENT ON FORM S-8 (NO. 333-255455) OF TOTALENERGIES SE, AND TO BE PART THEREOF FROM THE DATE
ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
TotalEnergies
SE is providing on this Form 6-K the supplemental indentures entered into by each of TotalEnergies Capital, TotalEnergies Capital
International and TotalEnergies Capital Canada Ltd. and TotalEnergies SE and The
Bank of New York Mellon, acting through its London Branch, as trustee, and the officer’s
certificates pursuant to Section 102 of each corresponding indenture, in connection with the name change of each entity.
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
EX-4.1
|
|
Sixth Supplemental
Indenture between TotalEnergies Capital International, TotalEnergies SE and The Bank of New York Mellon, acting through its London
Branch, as trustee, dated as of June 17, 2021.
|
|
|
EX-4.2
|
|
Officer’s
Certificate pursuant to Section 102 of the Indenture dated as of February 17, 2012, as amended by the first supplemental
indenture dated February 19, 2019, the fifth supplemental indenture dated July 22, 2020, and as further amended by the
sixth supplemental indenture dated June 17, 2021, among TotalEnergies Capital International, TotalEnergies SE, and The Bank
of New York Mellon, acting through its London Branch, as trustee.
|
|
|
EX-4.3
|
|
Third Supplemental
Indenture between TotalEnergies Capital, TotalEnergies SE and The Bank of New York Mellon, acting through its London Branch, as trustee,
dated as of June 17, 2021.
|
|
|
EX-4.4
|
|
Officer’s
Certificate pursuant to Section 102 of the Indenture dated as of October 2, 2009, as amended by the first supplemental
indenture dated October 11, 2018, the second supplemental indenture dated July 22, 2020, and as further amended
by the third supplemental indenture dated June 17, 2021, among TotalEnergies Capital, TotalEnergies SE, and The Bank of New
York Mellon, acting through its London Branch, as trustee.
|
|
|
EX-4.5
|
|
Second
Supplemental Indenture between TotalEnergies Capital Canada Ltd., TotalEnergies SE and The Bank of New York Mellon, acting through
its London Branch, as trustee, dated as of June 17, 2021.
|
|
|
EX-4.6
|
|
Officer’s
Certificate pursuant to Section 102 of the Indenture dated as of January 28, 2011, as amended by the first supplemental
indenture dated July 22, 2020 and as further amended by the second supplemental indenture dated June 17, 2021, among TotalEnergies
Capital Canada Ltd., TotalEnergies SE, and The Bank of New York Mellon, acting through its London Branch, as trustee.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
TotalEnergies SE
|
|
|
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Date:
June 17, 2021
|
By:
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/s/
ANTOINE LARENAUDIE
|
|
|
Name:
|
Antoine
LARENAUDIE
|
|
|
Title:
|
Group
Treasurer
|
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