Filed pursuant to Rule 433
Registration No. 333-224307 and 333-224307-01
February
11, 2019
Final Term Sheet
TOTAL CAPITAL INTERNATIONAL
(A wholly-owned subsidiary of TOTAL S.A.)
$1,250,000,000 3.455% Guaranteed Notes Due 2029,
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 | $1,250,000,000 3.455% Guaranteed Notes Due 2029 | |
| Total Initial Principal Amount Being Issued | $1,250,000,000 | |
| Issue Price | 100.000% | |
| Pricing Date | February 11, 2019 | |
| Expected Settlement Date | February 19, 2019 (T+5) | |
| Maturity Date | February 19, 2029, unless earlier redeemed | |
| Day Count | 30/360 | |
| Day Count Convention | Following, unadjusted | |
| Optional Redemption Terms | Prior to November 19, 2028 (the date that is three months prior to the stated maturity of the notes), make-whole call at Treasury Rate plus 15 basis points
On or after November 19, 2028 (the date that is three months prior to the states maturity of the notes), call at par | |
| Tax call at par | ||
| Interest Rate | 3.455% per annum | |
| Benchmark Treasury | 2.625% due February 15, 2029 | |
| Benchmark Treasury Price | 99-23+ | |
| Benchmark Treasury Yield | 2.655% | |
| Spread to Benchmark Treasury | Plus 80 bps | |
| Yield to Maturity | 3.455% | |
| Date Interest Starts Accruing | February 19, 2019 | |
| Interest Payment Dates | Each February 19 and August 19 | |
| First Interest Payment Date | August 19, 2019 | |
| Regular Record Dates for Interest | Each February 4 and August 4 | |
| 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 Pos | |
| Standard & Poor’s: A+ Stable | ||
| 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 The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the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 | 89153VAQ2 / US89153VAQ23 | |
| Selling Restrictions | Prohibition of Sales to EEA Retail Investors, France, UK, Canada, Hong Kong, Japan, Singapore, Switzerland | |
| Joint Book-Running Managers | Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC MUFG Securities Americas Inc. SG Americas Securities, LLC BBVA Securities Inc. Credit Suisse Securities (USA) 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 Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, MUFG Securities Americas Inc. toll-free at 1-877-649-6848, SG Americas Securities, LLC toll-free at 1-855-881-2108, BBVA Securities Inc. at 1-212-728-1500 or Credit Suisse Securities (USA) LLC at 1-800-221-1037.
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