FWP 1 d279602dfwp.htm FWP FWP

Filed pursuant to Rule 433

Registration Statement No. 333-178444

January 9, 2012

FINAL TERM SHEET

France Telecom

$900,000,000 5.375% Notes due 2042

 

Issuer:    France Telecom
Size:    $900,000,000
Maturity Date:    January 13, 2042
Coupon:    5.375%
Interest Payment Dates:    January 13, and July 13, commencing July 13, 2012
Price to Public:    99.749%
Gross Spread:    0.875%
Proceeds to Issuer:    98.874% / $889,866,000
Benchmark Treasury:    3.750% due August 15, 2041
Benchmark Treasury Price and Yield:    114-26 and 2.992%
Spread to Benchmark Treasury:    240 bp
Yield:    5.392%
Make-Whole Call:    Treasury Rate plus 0.400%
Payment of Additional Amounts:    See Prospectus Supplement for a description of certain exceptions.
Optional Tax Redemption:    See Prospectus Supplement for a description of tax redemption, including certain circumstances permitting a tax redemption of Notes owned by certain holders.
CUSIP:    35177PAX5
ISIN:    US35177PAX50
Trade Date:    January 9, 2012
Expected Settlement Date:    January 13, 2012

Listing:    None
Expected Ratings:   

A3 Stable by Moody’s Investors Service, Inc.

A- Stable by Standard & Poor’s Ratings Services

 

Note: 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 France Telecom 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 The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the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.

Joint Book-Running Managers:    BNP Paribas Securities Corp. - $225,000,000
   HSBC Securities (USA) Inc. - $225,000,000
  

Merrill Lynch, Pierce, Fenner & Smith

Incorporated - $225,000,000

   Morgan Stanley & Co. LLC - $225,000,000

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (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, any underwriter participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. at 1-800-854-5674 (toll-free), HSBC Securities (USA) Inc. at 1-866-811-8049 (toll-free), Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1- 800-294-1322 (toll-free) and Morgan Stanley & Co. LLC at 1-866-718-1649 (toll-free).