RIO DE
JANEIRO, June 25, 2024 /PRNewswire/ -- Vale
Overseas Limited ("Vale Overseas" or "Offeror"), a wholly owned
subsidiary of Vale S.A. ("Vale"), announces the commencement of
offers to purchase for cash (the "Offers") up to US$500,000,000 in aggregate principal amount (the
"Maximum Principal Amount"), excluding any premium and accrued and
unpaid interest, of the outstanding notes issued by it of the
series set forth in the table below under the heading "Notes" (all
such notes, the "Notes," and each a "series" of Notes).
The Offers are made upon the terms and subject to the conditions
set forth in the offer to purchase dated June 25,
2024 (the "Offer to Purchase"). The Offers are not
contingent upon the tender of any minimum principal amount of
Notes, but the Offeror will only purchase Notes up to the Maximum
Principal Amount (unless the Offeror, at its own discretion, elect
to increase the Maximum Principal Amount at any time on or prior to
the Expiration Date).
The Offers are conditioned upon the satisfaction of certain
conditions, including the consummation of an offering of debt
securities of Vale Overseas, guaranteed by Vale, on terms that are
satisfactory to Vale, in its sole discretion.
Notes
Title of
Security
|
CUSIP / ISIN
Nos.
|
Principal Amount
Outstanding
|
Acceptance
Priority
Level
|
Reference
U.S. Treasury
Security
|
Bloomberg
Reference
Page(1)
|
Fixed
Spread(2)
|
Early Tender
Payment(3)
|
6.875%
Guaranteed
Notes due 2036
|
CUSIP:
91911TAH6
ISIN:
US91911TAH68
|
US$1,334,866,000
|
1
|
4.375% due
May 15, 2034
|
FIT1
|
+169 bps
|
US$50.00
|
6.875%
Guaranteed
Notes due 2039
|
CUSIP:
91911TAK9
ISIN:
US91911TAK97
|
US$1,146,159,000
|
2
|
4.375% due
May 15, 2034
|
FIT1
|
+180 bps
|
US$50.00
|
8.250%
Guaranteed
Notes due 2034
|
CUSIP:
91911TAE3
ISIN:
US91911TAE38
|
US$641,337,000
|
3
|
4.375% due
May 15, 2034
|
FIT1
|
+148 bps
|
US$50.00
|
______________________________
|
(1) The
applicable page on Bloomberg from which the Dealer Managers (as
defined below) will quote the bid side price of the Reference
U.S. Treasury Security.
|
(2) Inclusive of Early Tender
Payment.
|
(3) Per
US$1,000 aggregate principal amount of the respective series of
Notes validly tendered and not validly withdrawn on or prior to the
Early Tender Date (as defined below) and accepted for purchase. The
Total Consideration for Notes validly tendered and not validly
withdrawn on or prior to the Early Tender Date is calculated using
the applicable Fixed Spread and is inclusive of the Early Tender
Payment (as defined below).
|
Indicative Timetable for the Offers:
Commencement of the
Offers
|
June 25,
2024
|
Early Tender
Date
|
5:00 p.m., New York
City time, on July 9, 2024, unless extended by the Offeror in its
sole discretion.
|
Withdrawal
Date
|
5:00 p.m., New York
City time, on July 9, 2024, unless extended by the Offeror in its
sole discretion.
|
Price Determination
Date
|
11:00 a.m., New York
City time, on July 10, 2024, unless extended or earlier terminated
by the Offeror in its sole discretion.
|
Early Settlement
Date
|
If elected, promptly
after the Early Tender Date. Expected to be on July 11, 2024, but
subject to change.
|
Expiration
Date
|
5:00 p.m., New York
City time, on July 24, 2024, unless extended by the Offeror in its
sole discretion.
|
Final Settlement
Date
|
Promptly after the
Expiration Date. Expected to be July 26, 2024, but subject to
change.
|
The Offers will expire at 5:00
p.m., New York City time,
on July 24, 2024, unless earlier
terminated by the Offeror (such time and date, as the same may be
extended, the "Expiration Date"). Holders of Notes who
validly tender and do not validly withdraw their Notes on or prior
to 5:00 p.m., New York City time, on July 9, 2024, unless extended (such time and
date, as they may be extended, the "Early Tender Date"), will be
eligible to receive the Total Consideration (as defined in the
Offer to Purchase), which is inclusive of an early tender premium
of US$50.00 in cash per US$1,000.00 principal amount of Notes validly
tendered and not validly withdrawn on or prior to the Early Tender
Date and accepted for purchase (the "Early Tender Payment").
Validly tendered Notes may be withdrawn in accordance with the
terms of the Offers, at any time prior to 5:00 p.m., New York
City time, on July 9, 2024,
unless extended, but not thereafter, except as described in the
Offer to Purchase or as required by applicable law. The Total
Consideration is expected to be paid on the Early Settlement Date,
which is expected to occur on July 11,
2024. Holders who validly tender their Notes after the Early
Tender Date, but on or prior to the Expiration Date, will be
eligible to receive the Tender Consideration (as defined in the
Offer to Purchase). The Tender Consideration is expected to
be paid on the Final Settlement Date, which is expected to occur on
July 26, 2024.
The Total Consideration payable per US$1,000 principal amount of each series of Notes
validly tendered and accepted for purchase pursuant to the Offers
will be determined in the manner described in the Offer to Purchase
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 table above at 11:00
a.m., New York City time,
on the Price Determination Date, as applicable, (each as defined in
the Offer to Purchase). The applicable "Tender Consideration" is
equal to the applicable Total Consideration minus the
applicable Early Tender Payment.
The Notes will be accepted in accordance with their Acceptance
Priority Levels (as defined in the Offer to Purchase), subject to
the Maximum Principal Amount. In all cases, subject to the terms
and conditions of the Offers, if the purchase of all Notes validly
tendered in the Offers would cause the Offeror to purchase an
aggregate principal amount of Notes in excess of the Maximum
Principal Amount, the Offeror will prorate the Notes accepted in
the Offers in accordance with the Acceptance Priority Procedures,
as described in the Offer to Purchase. The Offeror expressly
reserves its right, in its sole discretion and subject to
applicable law, to increase the Maximum Principal Amount without
extending withdrawal rights.
In addition to the Total Consideration or the Tender
Consideration, as applicable, holders whose Notes are validly
tendered and accepted for purchase pursuant to the Offers will be
paid any accrued and unpaid interest on the Notes from, and
including, the last applicable interest payment date to, but not
including, the applicable settlement date. For the avoidance
of doubt, accrued and unpaid interest on the Notes validly tendered
and accepted for purchase will cease to accrue on the applicable
settlement date.
Additional Information
Vale has retained BMO Capital Markets Corp., Citigroup Global
Markets Inc., Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc. and MUFG Securities Americas Inc. to
serve as dealer managers ("Dealer Managers") and D.F. King &
Co., Inc. to serve as tender and information agent for the
Offers ("D.F. King"). 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 or
+1 (800) 591-8263 (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 +1 (212) 702-1840
(collect) or +1 (833) 418-0762 (US toll free), Citigroup
Global Markets Inc. by telephone at +1 (212) 723-6106 (collect) or
+1 (800) 558-3745 (US toll free), Credit Agricole Securities
(USA) Inc. by telephone at +1
(212) 261-7802 (collect) or +1 (866) 807-6030 (US toll free), HSBC
Securities (USA) Inc. by telephone
at +1 (212) 525-5552 (collect) or +1 (888) HSBC-4LM (US toll free),
or MUFG Securities Americas Inc. by telephone at +1 (212) 405-7481
(collect) or +1 (877) 744-4532 (US toll free),
Vale Overseas also announces that it intends to exercise its
right to redeem all of the outstanding aggregate principal amount
of its 6.250% Guaranteed Notes due 2026 (CUSIP: 91911TAP8 / ISIN:
US91911TAP84) (the "2026 Notes"), in accordance with the terms of
the indenture governing the 2026 Notes. This press release does not
constitute a notice of redemption of the 2026 Notes.
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 Offeror. None of the Offeror, 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
Offeror, 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.
Gustavo Duarte
Pimenta
Executive Vice President, Finance and Investor Relations
For further information, please
contact:
Vale.RI@vale.com
Thiago Lofiego:
thiago.lofiego@vale.com
Luciana Oliveti:
luciana.oliveti@vale.com
Mariana Rocha:
mariana.rocha@vale.com
Patricia Tinoco:
patricia.tinoco@vale.com
Pedro Terra:
pedro.terra@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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SOURCE Vale Overseas Limited