Filed pursuant to Rule 433
RegistrationNo. 333-224307 and
333-224307-01
July 8, 2019
Final Term Sheet
TOTAL CAPITAL INTERNATIONAL SA
(A wholly-owned subsidiary of TOTAL S.A.)
2.218% Guaranteed Notes Due 2021
2.434% Guaranteed Notes Due 2025
2.829% Guaranteed Notes Due 2030
3.461% Guaranteed Notes Due 2049
Guaranteed on an unsecured, unsubordinated basis by
TOTAL S.A.
| Issuer | Total Capital International SA | |||||||
| 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 | 2.218% Guaranteed Notes Due July 12, 2021 (the “2021 notes”) 2.434% Guaranteed Notes Due Jan 10, 2025 (the “2025 notes”) 2.829% Guaranteed Notes Due Jan 10, 2030 (the “2030 notes”) 3.461% Guaranteed Notes Due Jul 12, 2049 (the “2049 notes”) | |||||||
| Total Initial Principal Amount Being Issued | $750,000,000 | $1,000,000,000 | $1,250,000,000 | $1,000,000,000 | ||||
| Issue Price | 100.000% | 100.000% | 100.000% | 100.000% | ||||
| Pricing Date | July 8, 2019 | |||||||
| Expected Settlement Date | July 10, 2019 (T+2) | |||||||
| Maturity Date | July 12, 2021 | Jan 10, 2025 | Jan 10, 2030 | July 12, 2049 | ||||
| Day Count | 30/360 | |||||||
| Day Count Convention | Following, unadjusted | |||||||
| Optional Redemption Terms | Prior to June 12, 2021 (the date that is 1 month prior to the stated maturity of the 2021 notes), make-whole call at Treasury Rate plus 5 basis points
On or after June 12, 2021 (the date that is 1 month prior to the stated maturity of the 2021 notes), call at par | Prior to October 10, 2024 (the date that is 3 months prior to the stated maturity of the 2025 notes), make-whole call at Treasury Rate plus 10 basis points
On or after October 10, 2024 (the date that is 3 months prior to the stated maturity of the 2025 notes), call at par | Prior to October 10, 2029 (the date that is 3 months prior to the stated maturity of the 2030 notes), make-whole call at Treasury Rate plus 12.5 basis points
On or after October 10, 2029 (the date that is 3 months prior to the stated maturity of the 2030 notes), call at par | Prior to January 12, 2049 (the date that is 6 months prior to the stated maturity of the 2049 notes), make-whole call at Treasury Rate plus 15 basis points
On or after January 12, 2049 (the date that is 6 months prior to the stated maturity of the 2049 notes), call at par | ||||
Tax call at par
| Tax call at par
| Tax call at par
| Tax call at par
| |||||
| Interest Rate | 2.218% | 2.434% | 2.829% | 3.461% | ||||
| Benchmark Treasury | 1.625% due June 30, 2021 | 1.750% due June 30, 2024 | 2.375% due May 15, 2029 | 3.000% due Feb 15, 2049 | ||||
| Benchmark Treasury Price | 99-153⁄4 | 99-161⁄4 | 102-28+ | 109-23 | ||||
| Benchmark Treasury Yield | 1.888% | 1.854% | 2.049% | 2.531% | ||||
| Spread to Benchmark Treasury | + 33bps | + 58bps | + 78bps | + 93bps | ||||
| Yield to Maturity | 2.218% | 2.434% | 2.829% | 3.461% | ||||
| Date Interest Starts Accruing | July 10, 2019 | |||||||
| Interest Payment Dates | Each Jan 12th and July 12th for the 2021 notes and 2049 notes and each Jan 10th and Jul 10th for the 2025 notes and 2030 notes | |||||||
| First Interest Payment Date | Jan 12, 2020 | Jan 10, 2020 | Jan 10, 2020 | Jan 12, 2020 | ||||
| Regular Record Dates for Interest | Each Dec 28 and June 27 | Each Dec 26 and June 25 | Each Dec 26 and June 25 | Each Dec 28 and June 27 | ||||
| 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 (Positive) / Standard & Poor’s: A+ (Positive) | |||||||
| CUSIP/ISIN | 89153VAR0 / US89153VAR06 | 89153VAS8 / US89153VAS88 | 89153VAT6 / US89153VAT61 | 89153VAU3 / US89153VAU35 | ||||
| Selling Restrictions | Prohibition of Sales to EEA Retail Investors; France; United Kingdom; Canada; Hong Kong; Japan; Singapore and Switzerland | |||||||
| Joint Book-Running Managers | Barclays Capital Inc. Credit Agricole Securities (USA) Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Morgan Stanley & Co. 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 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 Barclays Capital Inc. at1-888-603-5847, Credit Agricole Securities (USA) Inc., attn.: Fixed Income Syndicate toll-free at1-866-807-6030, J.P. Morgan Securities LLC collect at1-212-834-4533, Mizuho Securities USA LLC toll-free at1-866-271-7403, or Morgan Stanley & Co. LLC toll-free at1-866-718-1649.
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