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Vale announces pricing for cash tender offers for notes due 2026, 2034, 2032, 2039, 2036 and 2042

·7 min read

RIO DE JANEIRO, June 9, 2022 /PRNewswire/ -- Vale S.A. ("Vale"), Vale Canada Limited ("Vale Canada") and Vale Overseas Limited ("Vale Overseas," and together with Vale and Vale Canada, the "Offerors"), further to the press release issued on June 3, 2022, announce the Consideration (as defined below) payable in connection with the previously announced offers to purchase (the "Offers") with respect to any and all of the Notes issued by the Offerors of the series set forth in the table below (the "Notes" and each a "series" of Notes).

Issuer


Title of Security


CUSIP /
ISIN Nos.


Principal Amount Outstanding


Acceptance Priority Level


Reference U.S. Treasury Security


Bloomberg Reference Page(1)


Fixed Spread


Repurchase Yield


Consideration(2)

Vale Overseas


6.250% Guaranteed Notes due 2026


CUSIP: 91911TAP8
ISIN: US91911TAP84


$1,705,706,000


1


2.625% due May 31, 2027


FIT1


+116 bps


4.249%


$1,075.42

Vale Overseas


8.250% Guaranteed Notes due 2034


CUSIP: 91911TAE3
ISIN: US91911TAE38


$681,486,000


2


2.875% due May 15, 2032


FIT1


+258 bps


5.644%


$1,219.43

Vale Canada


7.200% Debentures due 2032


CUSIP: 453258AP0
ISIN: US453258AP01


$296,674,000


3


2.875% due May 15, 2032


FIT1


+244 bps


5.504%


$1,131.42

Vale Overseas


6.875% Guaranteed Notes due 2039


CUSIP: 91911TAK9
ISIN: US91911TAK97


$1,331,222,000


4


3.250% due May 15, 2042


FIT1


+230 bps


5.736%


$1,124.29

Vale Overseas


6.875% Guaranteed Notes due 2036


CUSIP: 91911TAH6
ISIN: US91911TAH68


$1,618,987,000


5


2.875% due May 15, 2032


FIT1


+263 bps


5.694%


$1,115.14

Vale S.A.


5.625% Notes due 2042


CUSIP: 91912EAA3
ISIN: US91912EAA38


$520,405,000


6


3.250% due May 15, 2042


FIT1


+235 bps


5.786%


$980.84

(1)   The applicable page on Bloomberg from which the Dealer Managers (as defined herein) quoted the bid side price of the Reference U.S. Treasury Security.  
(2)   Per $1,000 principal amount. The applicable Consideration was calculated using the applicable fixed spread for the applicable series of Notes to the yield of the Reference U.S. Treasury Security for that series as of 11:00 a.m., New York City time, earlier today. All holders of Notes accepted for purchase will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from and including the applicable last interest payment date up to, but not including, the Settlement Date (as defined below).

The Offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated June 3, 2022 (the "Offer to Purchase") relating to the Notes and the accompanying notice of guaranteed delivery (the "Notice of Guaranteed Delivery").

The Consideration payable per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the Offers has been determined in the manner described in the Offer to Purchase (the "Consideration") by reference to the applicable fixed spread for such Notes specified in the table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the tables above at 11:00 a.m., New York City time, earlier today.

Holders of Notes who (i) validly tender and do not validly withdraw their Notes on or prior to the Expiration Date (as defined below), or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) on or prior to the Expiration Date and that tender their Notes on or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase), and whose Notes are accepted for purchase will be eligible to receive the applicable Consideration. Holders will also receive accrued and unpaid interest ("Accrued Interest") on Notes accepted for purchase in the Offers from, and including, the last interest payment date for the relevant series of Notes up to, but excluding, the Settlement Date.

The Offers will expire at 5:00 p.m., New York City time, today, unless extended (the "Expiration Date"). Payment of the applicable Consideration and Accrued Interest for the Notes validly tendered and accepted for purchase is expected to be made, subject to the terms and conditions of the Offer to Purchase, on June 14, 2022 (the "Settlement Date").

Additional Information

Vale has retained BMO Capital Markets Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. to serve as dealer managers (the "Dealer Managers") and D.F. King & Co., Inc. ("D.F. King") to serve as tender and information agent for the Offers.  The Offer to Purchase and any related supplements are available at the D.F. King website at www.dfking.com/vale.  The full details of the Offers, including complete instructions on how to tender Notes, are included in the Offer to Purchase.  Holders of Notes are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information.  Requests for the Offer to Purchase and any related supplements may also be directed to D.F. King by telephone at +1 (212) 269-5550 (collect) or +1 (866) 796-7184 (US toll free) or in writing at vale@dfking.com.  Questions about the Offers may be directed to BMO Capital Markets Corp. by telephone at (833) 418-0762 (toll free) or (212) 702-1840 (collect), Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Credit Agricole Securities (USA) Inc. by telephone at +1 866-807-6030 (toll free) or +1 212-261-7802 (collect), MUFG Securities Americas Inc. by telephone at +1 (877) 744-4532 (toll free) or +1 (212) 405-748 (collect), Scotia Capital (USA) Inc. by telephone at (833) 498-1660 (toll free) or (212) 225-5559 (collect) and SMBC Nikko Securities America, Inc. by telephone at +1 (888) 284-9760 (toll free) or +1 (212) 224-5328 (collect).

This news release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities.  The Offers are being made only by, and pursuant to the terms of, the Offer to Purchase.  The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In any jurisdiction where the laws require the Offers to be made by a licensed broker or dealer, the Offers will be made by the Dealer Managers on behalf of the Offerors.  None of the Offerors, D.F. King, the Dealer Managers or the trustee with respect to the Notes, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offers.  None of the Offerors, D.F. King, the Dealer Managers or the trustee with respect to the Notes, nor any of their affiliates, has authorized any person to give any information or to make any representation in connection with the Offers other than the information and representations contained in the Offer to Purchase.

For further information, please contact:  
Vale.RI@vale.com  
Ivan Fadel: ivan.fadel@vale.com  
Andre Werner: andre.werner@vale.com  
Mariana Rocha: mariana.rocha@vale.com  
Samir Bassil: samir.bassil@vale.com

This press release may include statements that present Vale's expectations about future events or results. All statements, when based upon expectations about the future, involve various risks and uncertainties. Vale cannot guarantee that such statements will prove correct. These risks and uncertainties include factors related to the following: (a) the countries where we operate, especially Brazil and Canada; (b) the global economy; (c) the capital markets; (d) the mining and metals prices and their dependence on global industrial production, which is cyclical by nature; and (e) global competition in the markets in which Vale operates. To obtain further information on factors that may lead to results different from those forecast by Vale, please consult the reports Vale files with the U.S. Securities and Exchange Commission (SEC), the Brazilian Comissão de Valores Mobiliários (CVM) and in particular the factors discussed under "Forward-Looking Statements" and "Risk Factors" in Vale's annual report on Form 20-F.

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View original content:https://www.prnewswire.com/news-releases/vale-announces-pricing-for-cash-tender-offers-for-notes-due-2026-2034-2032-2039-2036-and-2042-301565290.html

SOURCE Vale S.A.