Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
February 24 2025 - 7:41AM
Edgar (US Regulatory)
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
For the month of
February 2025
Vale S.A.
Praia de Botafogo nº 186, 18º andar,
Botafogo
22250-145 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
(Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.)
(Check One)
Form 20-F x Form 40-F ¨
Press Release |
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Vale plans to reopen notes due 2054
Rio de Janeiro, February 24, 2025 - Vale S.A.
(“Vale”) hereby announces that its wholly owned subsidiary Vale Overseas Limited (“Vale Overseas”) plans to offer
additional notes of its 6.400% Guaranteed Notes due 2054 (CUSIP No. 91911T AS2 / ISIN No. US91911TAS24) (the “Notes”). The
additional Notes will be consolidated, form a single series, and be fully fungible with Vale Overseas’s outstanding US$1,000,000,000
aggregate principal amount of Notes issued on June 28, 2024. Vale intends to use a portion of the net proceeds of the offering to fund
the purchase price of certain notes issued by Vale Overseas tendered and accepted for purchase pursuant to the tender offer announced
on the date hereof, and the remainder for general corporate purposes.
The Notes will be unsecured obligations of
Vale Overseas and will be fully and unconditionally guaranteed by Vale. The guarantees will rank equally in right of payment with all
of Vale’s other unsecured and unsubordinated debt obligations.
BMO Capital Markets Corp., BofA Securities,
Inc., Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC are acting as Global Coordinators
and Joint Bookrunners for the Notes, and Morgan Stanley & Co. LLC and Santander US Capital Markets LLC are acting as Joint Bookrunners
for the Notes.
The offering is being made pursuant to an effective
shelf registration statement. A preliminary prospectus supplement with further information about the proposed offering has been filed
with the U.S. Securities Exchange Commission (the “SEC”). Before you invest, you should read the preliminary prospectus supplement
and other documents Vale and Vale Overseas have filed with the SEC for more complete information about the companies and the offering.
You may access these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the underwriters will arrange
to send you the prospectus if you request it by calling BMO Capital Markets Corp. at +1 (866) 864-7760, BofA Securities, Inc. at +1 (800)
294-1322, Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030, HSBC Securities (USA) Inc. at +1 (866) 811-8049, J.P. Morgan Securities
LLC at +1 (212) 834-3554, Morgan Stanley & Co. LLC at +1 (866) 718-1649 and Santander US Capital Markets LLC at +1
(833) 818-1602.
This press release shall not constitute an
offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in
any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Marcelo Feriozzi Bacci
Executive Vice President, Finance and Investor
Relations
For further information, please contact:
Vale.RI@vale.com
Thiago Lofiego: thiago.lofiego@vale.com
Mariana Rocha: mariana.rocha@vale.com
Luciana Oliveti: luciana.oliveti@vale.com
Pedro Terra: pedro.terra@vale.com
Patricia Tinoco: patricia.tinoco@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.
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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VALE S.A.
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By: |
/s/ Adriana Barbosa Areias |
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Name: Adriana Barbosa Areias
Title: Attorney-in-fact |
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By: |
/s/ Rodrigo Sebollela Duque Estrada Regis |
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Name: Rodrigo Sebollela Duque Estrada Regis
Title: Attorney-in-fact |
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Date: February 24, 2025 |
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