Filed pursuant to Rule 433
Registration Statements Nos. 333-180967
and 333-180967-01
January 8, 2014
Final Term Sheet
TOTAL CAPITAL INTERNATIONAL
(A wholly-owned subsidiary of TOTAL S.A.)
$500,000,000 1.000% Guaranteed Notes Due 2017
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 | $500,000,000 1.000% Guaranteed Notes Due 2017 | |
| Total initial principal amount being issued | $500,000,000 | |
| Issue price | 99.780% | |
| Pricing date | January 8, 2014 | |
| Expected settlement date | January 15, 2014 (T+5) | |
| Maturity date | January 10, 2017, unless earlier redeemed | |
| Day count | 30/360 | |
| Day count convention | Following, unadjusted | |
| Optional redemption terms | Make-whole call at Treasury Rate plus 5 basis points | |
| Tax call at par | ||
| Interest rate | 1.000% per annum | |
| Benchmark Treasury | 0.625% due December 2016 | |
| Benchmark Treasury price | 99-13+ | |
| Benchmark Treasury yield | 0.825% | |
| Spread to benchmark Treasury | Plus 25 basis points | |
| Yield to maturity | 1.075% | |
| Date interest starts accruing | January 15, 2014 | |
| Interest payment dates | Each January 10 and July 10 | |
| First interest payment date | July 10, 2014 | |
| Trustee | The Bank of New York Mellon | |
| Listing | None | |
| Denominations | $2,000 and increments of $1,000 | |
| Expected ratings of the notes | Moody’s: Aa1/Negative | |
| Standard & Poor’s: AA-/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 The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the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 | 89153VAJ8 / US89153VAJ89 | |
| Selling restrictions | European Economic Area, France, UK | |
| Managers | Barclays Capital Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC BNP Paribas Securities Corp. SG Americas Securities, 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 Barclays Capital Inc. toll-free at 1-888-603-5847, Goldman, Sachs & Co. toll-free at 866-471-2526, J.P. Morgan Securities LLC collect at +1-212-834-4533, BNP Paribas Securities Corp. toll-free at 1-800-854-5674 or SG Americas Securities, LLC toll-free at 1-855-881-2108.
Final Term Sheet
TOTAL CAPITAL INTERNATIONAL
(A wholly-owned subsidiary of TOTAL S.A.)
$750,000,000 2.125% Guaranteed Notes Due 2019
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 | $750,000,000 2.125% Guaranteed Notes Due 2019 | |
| Total initial principal amount being issued | $750,000,000 | |
| Issue price | 99.606% | |
| Pricing date | January 8, 2014 | |
| Expected settlement date | January 15, 2014 (T+5) | |
| Maturity date | January 10, 2019, unless earlier redeemed | |
| Day count | 30/360 | |
| Day count convention | Following, unadjusted | |
| Optional redemption terms | Make-whole call at Treasury Rate plus 10 basis points | |
| Tax call at par | ||
| Interest rate | 2.125% per annum | |
| Benchmark Treasury | 1.500% due December 2018 | |
| Benchmark Treasury price | 98-24 3⁄4 | |
| Benchmark Treasury yield | 1.759% | |
| Spread to benchmark Treasury | Plus 45 basis points | |
| Yield to maturity | 2.209% | |
| Date interest starts accruing | January 15, 2014 | |
| Interest payment dates | Each January 10 and July 10 | |
| First interest payment date | July 10, 2014 | |
| Trustee | The Bank of New York Mellon | |
| Listing | None | |
| Denominations | $2,000 and increments of $1,000 | |
| Expected ratings of the notes | Moody’s: Aa1/Negative | |
| Standard & Poor’s: AA-/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 | 89153VAK5 / US89153VAK52 | |
| Selling restrictions | European Economic Area, France, UK | |
| Managers | Barclays Capital Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC BNP Paribas Securities Corp. SG Americas Securities, 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 Barclays Capital Inc. toll-free at 1-888-603-5847, Goldman, Sachs & Co. toll-free at 866-471-2526, J.P. Morgan Securities LLC collect at +1-212-834-4533, BNP Paribas Securities Corp. toll-free at 1-800-854-5674 or SG Americas Securities, LLC toll-free at 1-855-881-2108.
Final Term Sheet
TOTAL CAPITAL INTERNATIONAL
(A wholly-owned subsidiary of TOTAL S.A.)
$1,250,000,000 3.750% Guaranteed Notes Due 2024
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 3.750% Guaranteed Notes Due 2024 | |
| Total initial principal amount being issued | $1,250,000,000 | |
| Issue price | 99.249% | |
| Pricing date | January 8, 2014 | |
| Expected settlement date | January 15, 2014 (T+5) | |
| Maturity date | April 10, 2024, 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 | 3.750% per annum | |
| Benchmark Treasury | 2.750% due November 2023 | |
| Benchmark Treasury price | 97-31+ | |
| Benchmark Treasury yield | 2.988% | |
| Spread to benchmark Treasury | Plus 85 basis points | |
| Yield to maturity | 3.838% | |
| Date interest starts accruing | January 15, 2014 | |
| Interest payment dates | Each April 10 and October 10 | |
| First interest payment date (long first coupon) |
October 10, 2014 | |
| Trustee | The Bank of New York Mellon | |
| Listing | None | |
| Denominations | $2,000 and increments of $1,000 | |
| Expected ratings of the notes | Moody’s: Aa1/Negative | |
| Standard & Poor’s: AA-/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 | 89153VAL3 / US89153VAL36 | |
| Selling restrictions | European Economic Area, France, UK | |
| Managers | Barclays Capital Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC BNP Paribas Securities Corp. SG Americas Securities, 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 Barclays Capital Inc. toll-free at 1-888-603-5847, Goldman, Sachs & Co. toll-free at 866-471-2526, J.P. Morgan Securities LLC collect at +1-212-834-4533, BNP Paribas Securities Corp. toll-free at 1-800-854-5674 or SG Americas Securities, LLC toll-free at 1-855-881-2108.