Filed pursuant to Rule 433
RegistrationNo. 333-224307 and
333-224307-01
May 26, 2020
Final Term Sheet
TOTAL CAPITAL INTERNATIONAL
(A wholly-owned subsidiary of TOTAL S.A.)
$2,500,000,000 3.127% Guaranteed Notes Due 2050,
Guaranteed on an unsecured, unsubordinated basis by
TOTAL S.A.
Issuer | Total Capital International | |
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 | 3.127% Guaranteed Notes Due 2050 | |
Total Initial Principal Amount Being Issued | $2,500,000,000 | |
Issue Price | 100.000% | |
Pricing Date | May 26, 2020 | |
Expected Settlement Date | May 29, 2020 (T+3) | |
Maturity Date | May 29, 2050, unless earlier redeemed | |
Day Count | 30/360 | |
Day Count Convention | Following, unadjusted | |
Optional Redemption Terms | Prior to November 29, 2049 (the date that is 6 months prior to the stated maturity of the notes), make-whole call at Treasury Rate plus 30 basis points | |
On or after November 29, 2049 (the date that is 6 months prior to the stated maturity of the notes), call at par | ||
Tax call at par | ||
Interest Rate | 3.127% | |
Benchmark Treasury | 2.000% due February 15, 2050 | |
Benchmark Treasury Price | 113-27 | |
Benchmark Treasury Yield | 1.427% | |
Spread to Benchmark Treasury | + 170bps | |
Yield to Maturity | 3.127% | |
Date Interest Starts Accruing | May 29, 2020 | |
Interest Payment Dates | Each May 29 and November 29 | |
First Interest Payment Date | November 29, 2020 | |
Regular Record Dates for Interest | Each May 14 and November 14 | |
Trustee | The Bank of New York Mellon | |
Listing | None | |
Denominations | $2,000 and increments of $1,000 | |
Expected Ratings of the Notes | Moody’s : Aa3 (Negative) / Standard & Poor’s: A+ (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 Total Capital International 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 The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the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 | 89153VAV1 / US89153VAV18 | |
Selling Restrictions | Prohibition of Sales to EEA Retail Investors; France; United Kingdom; Canada; Hong Kong; Japan; Singapore and Switzerland | |
Joint Book-Running Managers | ANZ Securities, Inc. | |
BNP Paribas Securities Corp. | ||
Credit Suisse Securities (USA) LLC | ||
Goldman Sachs & Co. LLC | ||
J.P. Morgan Securities LLC | ||
Mizuho Securities USA LLC | ||
SMBC Nikko Securities America, Inc. |
Changes to Preliminary Prospectus Supplement:
In addition to the pricing information set forth above, the second sentence under “Use of Proceeds” in the Preliminary Prospectus Supplement is deemed replaced with the following:
We intend to use the net proceeds from the sale of the notes for general corporate purposes, including the prepayment of approximately $1.1 billion in borrowings outstanding under our syndicated $6,350 million committed facility (the “Syndicated Committed Facility”). The Syndicated Committed Facility currently bears interest at a rate substantially consistent with the interest rate applicable toUSD-denominated short-term indebtedness raised by the Group around the time the Syndicated Committed Facility was entered into in April 2020. The Syndicated Committed Facility matures on April 2, 2021, which we have the option to extend twice by an additional six months each, and the use of proceeds of the borrowings outstanding thereunder is general corporate purposes.
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 EDGAR on the SEC Web site at www.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 ANZ Securities collect at1-212-801-9171, BNP Paribas Securities Corp. collect at1-212841-2871, Credit Suisse Securities (USA) LLC toll-free at1-800-211-1037, J.P. Morgan Securities LLC collect at1-212-834-4533, Mizuho Securities USA LLC toll-free at1-866-271-7403 and SMBC Nikko Securities America, Inc. toll-free at1-888-868-6856.
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