UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
July 10, 2019
Commission File Number001-10888
TOTAL S.A.
(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 ofForm 20-F orForm 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Note: RegulationS-T Rule 101(b)(1) only permits the submission in paper of aForm 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
Note: RegulationS-T Rule 101(b)(7) only permits the submission in paper of aForm 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 aForm 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant toRule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection withRule 12g3-2(b):82- .)
THIS REPORT ON FORM6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORMF-3 (NOS.333-224307,333-224307-01,333-224307-02 AND333-224307-03) OF TOTAL S.A., TOTAL CAPITAL INTERNATIONAL, TOTAL CAPITAL CANADA LTD. AND TOTAL CAPITAL, AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
TABLE OF CONTENTS
SIGNATURES |
EXHIBIT INDEX |
EX-4.1 | Second Supplemental Indenture between Total Capital International, TOTAL S.A. and The Bank of New York Mellon, acting through its London Branch, as trustee, dated as of July 10, 2019, in respect of the $750,000,000 2.218% Guaranteed Notes Due 2021, $1,000,000,000 2.434% Guaranteed Notes Due 2025, $1,250,000,000 2.829% Guaranteed Notes Due 2030 and $1,000,000,000 3.461% Guaranteed Notes Due 2049. | |
EX-4.2 | The form of Global Note for the $750,000,000 2.218% Guaranteed Notes Due 2021 (incorporated by reference to Exhibit A to Exhibit 4.1 above), the form of Global Note for the $1,000,000,000 2.434% Guaranteed Notes Due 2025 (incorporated by reference to Exhibit B to Exhibit 4.1 above), the form of Global Note for the $1,250,000,000 2.829% Guaranteed Notes Due 2030 (incorporated by reference to Exhibit C to Exhibit 4.1 above) and the form of Global Note for the $1,000,000,000 3.461% Guaranteed Notes Due 2049 (incorporated by reference to Exhibit D to Exhibit 4.1 above). | |
EX-4.3 | 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 and as further amended by the second supplemental indenture dated July 10, 2019, among Total Capital International, TOTAL S.A., and The Bank of New York Mellon, acting through its London Branch, as Trustee. | |
EX-5.1 | Opinion of Aurélien Hamelle, General Counsel of TOTAL S.A., as to the validity of the Notes and the Guarantees issued on July 10, 2019, pursuant to the Indenture, as to certain matters of French law. | |
EX-5.2 | Opinion of Matthew Clayton, Head of Legal, Project and Corporate Finance Department of TOTAL S.A., as to the validity of the Notes and the Guarantees issued on July 10, 2019, pursuant to the Indenture, as to certain matters of United States law. |
TOTAL S.A. is providing on this Form6-K (i) the Second Supplemental Indenture between Total Capital International, Total S.A. and The Bank of New York Mellon, acting through its London Branch, dated as of July 10, 2019, in respect of the $750,000,000 2.218% Guaranteed Notes Due 2021, $1,000,000,000 2.434% Guaranteed Notes Due 2025, $1,250,000,000 2.829% Guaranteed Notes Due 2030 and $1,000,000,000 3.461% Guaranteed Notes Due 2049, (ii) the form of Global Note for the $750,000,000 2.218% Guaranteed Notes Due 2021 (incorporated by reference to Exhibit A to Exhibit 4.1), the form of Global Note for the $1,000,000,000 2.434% Guaranteed Notes Due 2025 (incorporated by reference to Exhibit B to Exhibit 4.1), the form of Global Note for the $1,250,000,000 2.829% Guaranteed Notes Due 2030 (incorporated by reference to Exhibit C to Exhibit 4.1) and the form of Global Note for the $1,000,000,000 3.461% Guaranteed Notes Due 2049 (incorporated by reference to Exhibit D to Exhibit 4.1) (iii) the 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 and as further amended by the second supplemental indenture dated July 10, 2019, among Total Capital International, TOTAL S.A. and The Bank of New York Mellon, acting through its London Branch, as Trustee (the “Indenture”), (iv) the Opinion of Aurélien Hamelle, General Counsel of TOTAL S.A., as to the validity of the Notes and the Guarantees issued on July 10, 2019, pursuant to the Indenture, as to certain matters of French law and (v) the Opinion of Matthew Clayton, Head of Legal, Project and Corporate Finance of TOTAL S.A., as to the validity of the Notes and the Guarantees issued on July 10, 2019, pursuant to the Indenture, as to certain matters of United States law.
EXHIBIT INDEX
EX-4.1 | Second Supplemental Indenture between Total Capital International, TOTAL S.A. and The Bank of New York Mellon, acting through its London Branch, as trustee, dated as of July 10, 2019, in respect of the $750,000,000 2.218% Guaranteed Notes Due 2021, $1,000,000,000 2.434% Guaranteed Notes Due 2025, $1,250,000,000 2.829% Guaranteed Notes Due 2030 and $1,000,000,000 3.461% Guaranteed Notes Due 2049. | |
EX-4.2 | The form of Global Note for the $750,000,000 2.218% Guaranteed Notes Due 2021 (incorporated by reference to Exhibit A to Exhibit 4.1 above), the form of Global Note for the $1,000,000,000 2.434% Guaranteed Notes Due 2025 (incorporated by reference to Exhibit B to Exhibit 4.1 above), the form of Global Note for the $1,250,000,000 2.829% Guaranteed Notes Due 2030 (incorporated by reference to Exhibit C to Exhibit 4.1 above) and the form of Global Note for the $1,000,000,000 3.461% Guaranteed Notes Due 2049 (incorporated by reference to Exhibit D to Exhibit 4.1 above). | |
EX-4.3 | 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 and as further amended by the second supplemental indenture dated July 10, 2019, among Total Capital International, TOTAL S.A., and The Bank of New York Mellon, acting through its London Branch, as Trustee. | |
EX-5.1 | Opinion of Aurélien Hamelle, General Counsel of TOTAL S.A., as to the validity of the Notes and the Guarantees issued on July 10, 2019, pursuant to the Indenture, as to certain matters of French law. | |
EX-5.2 | Opinion of Matthew Clayton, Head of Legal, Project and Corporate Finance of TOTAL S.A., as to the validity of the Notes and the Guarantees issued on July 10, 2019, pursuant to the Indenture, as to certain matters of United States law. |
SIGNATURES
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.
TOTAL S.A. | ||||||
Date: July 10, 2019 | By: | /s/ ANTOINE LARENAUDIE | ||||
Name: | Antoine LARENAUDIE | |||||
Title: | Group Treasurer |