Filed pursuant to Rule 433
Registration Statement Nos. 333-159335 and
333-159335-01
June 17, 2010
Registration Statement Nos. 333-159335 and
333-159335-01
June 17, 2010
Final Term Sheet
TOTAL CAPITAL
(A wholly-owned subsidiary of TOTAL S.A.)
(A wholly-owned subsidiary of TOTAL S.A.)
$1,250,000,000 3.000% Guaranteed Notes Due 2015
$1,250,000,000 4.450% Guaranteed Notes Due 2020
Guaranteed on an unsecured, unsubordinated basis by
TOTAL S.A.
TOTAL S.A.
$1,250,000,000 3.000% Guaranteed Notes Due 2015 | ||
Issuer | Total Capital | |
Guarantee | Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL S.A. | |
Format | SEC-registered global notes | |
Title | 3.000% Guaranteed Notes due 2015 | |
Total initial principal amount being issued | $1,250,000,000 | |
Issue Price | 99.609% | |
Pricing date | June 17, 2010 | |
Expected settlement date | June 24, 2010 (T+5) | |
Maturity date | June 24, 2015, unless earlier redeemed | |
Optional redemption terms | Make-whole call at Treasury Rate plus 20 basis points | |
Tax call | ||
Interest rate | 3.000% per annum | |
Benchmark Treasury | 2.125% due May 2015 | |
Benchmark Treasury Price | 100 21 | |
Benchmark Treasury Yield | 1.985% | |
Spread to Benchmark | ||
Treasury | 110 bps | |
Yield to Maturity | 3.085% |
Date interest starts accruing | June 24, 2010 | |
Interest payment dates | Each June 24 and December 24 | |
First interest payment date | December 24, 2010 | |
Regular record dates for interest | Each June 9 and December 9 | |
Trustee | The Bank of New York Mellon | |
Listing | None | |
Denominations | $1,000 and increments of $1,000 | |
Expected ratings of the notes | Moody’s: Aa1/Stable | |
Standard & Poor’s: AA/Negative | ||
Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by the Total Capital and TOTAL S.A. and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating. | ||
CUSIP/ ISIN | 89152U AC6 | |
US89152UAC62 | ||
Selling restrictions | European Economic Area, France, UK | |
Managers | Banc of America Securities LLC | |
Barclays Capital Inc. | ||
HSBC Securities (USA) Inc. | ||
Credit Suisse Securities (USA) LLC | ||
UBS Securities LLC |
$1,250,000,000 4.450% Guaranteed Notes Due 2020 | ||
Issuer | Total Capital | |
Guarantee | Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL S.A. | |
Format | SEC-registered global notes | |
Title | 4.450% Guaranteed Notes due 2020 | |
Total initial principal amount being issued | $1,250,000,000 | |
Issue Price | 99.601% | |
Pricing date | June 17, 2010 | |
Expected settlement date | June 24, 2010 (T+5) | |
Maturity date | June 24, 2020, unless earlier redeemed | |
Optional redemption terms | Make-whole call at Treasury Rate plus 20 basis points | |
Tax call | ||
Interest rate | 4.450% per annum | |
Benchmark Treasury | 3.500% due May 2020 | |
Benchmark Treasury Price | 102 17 | |
Benchmark Treasury Yield | 3.200% | |
Spread to Benchmark Treasury | 130 bps | |
Yield to Maturity | 4.500% | |
Date interest starts accruing | June 24, 2010 | |
Interest payment dates | Each June 24 and December 24 | |
First interest payment date | December 24, 2010 | |
Regular record dates for interest | Each June 9 and December 9 | |
Trustee | The Bank of New York Mellon | |
Listing | None | |
Denominations | $1,000 and increments of $1,000 | |
Expected ratings of the notes | Moody’s: Aa1/Stable | |
Standard & Poor’s: AA/Negative | ||
Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon |
current information furnished to the rating agencies by the Total Capital and TOTAL S.A. and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating. | ||
CUSIP/ ISIN | 89152U AD4 | |
US89152UAD46 | ||
Selling restrictions | European Economic Area, France, UK | |
Managers | Banc of America Securities LLC | |
Barclays Capital Inc. | ||
HSBC Securities (USA) Inc. | ||
Credit Suisse Securities (USA) LLC | ||
UBS Securities LLC |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting IDEA on the SEC Web site atwww.sec.gov.Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free Banc of America Securities LLC at 1-800-294-1322, Barclays Capital Inc. at 1-888-603-5847, HSBC Securities (USA) Inc. at 1-866-811-8049, Credit Suisse Securities (USA) LLC at 1-800-221-1037 and UBS Securities LLC at 1-877-827-6444 ext. 561 3884.