FWP 1 d847674dfwp.htm FWP FWP

Filed pursuant to Rule 433

Registration No. 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 The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the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 to USD-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 at 1-212-801-9171, BNP Paribas Securities Corp. collect at 1-212 841-2871, Credit Suisse Securities (USA) LLC toll-free at 1-800-211-1037, J.P. Morgan Securities LLC collect at 1-212-834-4533, Mizuho Securities USA LLC toll-free at 1-866-271-7403 and SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856.

 

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