Filed pursuant to Rule 433
Registration Statements Nos. 333-224307
and 333-224307-03
October 3, 2018
Final Term Sheet
TOTAL CAPITAL
(A wholly-owned subsidiary of TOTAL S.A.)
$1,000,000,000 3.883% Guaranteed Notes Due 2028,
Guaranteed on an unsecured, unsubordinated basis by
TOTAL S.A.
| Issuer | Total Capital | |
| 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 | $1,000,000,000 3.883% Guaranteed Notes Due 2028 | |
| Total Initial Principal Amount Being Issued | $1,000,000,000 | |
| Issue Price | 100.000% | |
| Pricing Date | October 3, 2018 | |
| Expected Settlement Date | October 11, 2018 (T+5) | |
| Maturity Date | October 11, 2028, unless earlier redeemed | |
| Day Count | 30/360 | |
| Day Count Convention | Following, unadjusted | |
| Optional Redemption Terms | Make-whole call at Treasury Rate plus 15 basis points | |
| Tax call at par | ||
| Interest Rate | 3.883% per annum | |
| Benchmark Treasury | 2.875% due August 15, 2028 | |
| Benchmark Treasury Price | 97-21 | |
| Benchmark Treasury Yield | 3.153% | |
| Spread to Benchmark Treasury | Plus 73 bps | |
| Yield to Maturity | 3.883% | |
| Date Interest Starts Accruing | October 11, 2018 | |
| Interest Payment Dates | Each April 11 and October 11 | |
| First Interest Payment Date | April 11, 2019 | |
| Regular Record Dates for Interest | Each March 27 and September 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+ (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 The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the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 | 89152U AH5/US89152UAH59 | |
| Selling Restrictions | Prohibition of Sales to EEA Retail Investors, France, UK, Canada, Hong Kong, Japan, Singapore | |
| Joint Book-Running Managers | Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Société Générale | |
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 Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533, Mizuho Securities USA LLC toll-free at 1-866-271-7403, SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856 or Société Générale toll-free at 1-855-881-2108.
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