Filed pursuant to Rule 433
Registration No. 333-224307 and
333-224307-01
June 24, 2020
Final Term Sheet
TOTAL CAPITAL INTERNATIONAL
(A wholly-owned subsidiary of TOTAL S.A.)
$800,000,000 2.986% Guaranteed Notes Due 2041
$800,000,000 3.386% Guaranteed Notes Due 2060
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 | 2.986% Guaranteed Notes Due June 29, 2041 (the “2041 notes”) 3.386% Guaranteed Notes Due June 29, 2060 (the “2060 notes”) | |||
Total Initial Principal Amount Being Issued | $800,000,000 | $800,000,000 | ||
Issue Price | 100.000% | 100.000% | ||
Pricing Date | June 24, 2020 | |||
Expected Settlement Date | June 29, 2020 (T+3) | |||
Maturity Date | June 29, 2041 | June 29, 2060 | ||
Day Count | 30/360 | |||
Day Count Convention | Following, unadjusted | |||
Optional Redemption Terms | Prior to December 29, 2040 (the date that is 6 months prior to the stated maturity of the 2041 notes), make-whole call at Treasury Rate plus 25 basis points
On or after December 29, 2040 (the date that is 6 months prior to the stated maturity of the 2041 notes), call at par
Tax call at par | Prior to December 29, 2059 (the date that is 6 months prior to the stated maturity of the 2060 notes), make-whole call at Treasury Rate plus 30 basis points
On or after December 29, 2059 (the date that is 6 months prior to the stated maturity of the 2060 notes), call at par
Tax call at par | ||
Interest Rate | 2.986% | 3.386% | ||
Benchmark Treasury | 2.000% due February 15, 2050 | 2.000% due February 15, 2050 | ||
Benchmark Treasury Price | 113-18 | 113-18 | ||
Benchmark Treasury Yield | 1.436% | 1.436% | ||
Spread to Benchmark Treasury | +155bps | +195bps | ||
Yield to Maturity | 2.986% | 3.386% | ||
Date Interest Starts Accruing | June 29, 2020 | |||
Interest Payment Dates | Each June 29 and December 29 |
First Interest Payment Date | December 29, 2020 | |||
Regular Record Dates for Interest | Each June 14 and December 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 | 89153V AX7 / US89153VAX73 | 89153V AW9 / US89153VAW90 | ||
Selling Restrictions | Prohibition of Sales to EEA Retail Investors; France; United Kingdom; Canada; Hong Kong; Japan; Singapore; Switzerland and Taiwan | |||
Joint Book-Running Managers | Barclays Capital Inc. BofA Securities, Inc. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Morgan Stanley & Co. LLC MUFG Securities Americas Inc. Standard Chartered Bank |
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. toll-free at 1-888-603-5847, BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Credit Agricole Securities (USA) Inc. toll-free at 1-866-807-6030, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, MUFG Securities Americas Inc. toll-free at 1-877-649-6848, or Standard Chartered Bank collect at +44 207 855 8888.