RIO DE
JANEIRO, July 9, 2024 /PRNewswire/ -- Vale Overseas
Limited ("Vale Overseas" or the "Offeror"), a wholly owned
subsidiary of Vale S.A. ("Vale"), announces the early tender
results of the previously announced offers to purchase for cash
(the "Offers") up to a maximum aggregate principal amount of Notes
(as defined below) validly tendered in the Offers not to exceed
US$500,000,000, excluding any premium
and any accrued and unpaid interest (the "Maximum Principal
Amount"), of the outstanding notes issued by Vale Overseas of the
series of notes as set forth in the table below (the "Notes"). The
Offers are being made upon the terms and subject to the conditions
set forth in the offer to purchase dated as of June 25, 2024
(the "Offer to Purchase").
Title of
Security
|
CUSIP /
ISIN Nos
|
Principal Amount
Outstanding
|
Acceptance
Priority
Level
|
Reference
U.S. Treasury
Security(1)
|
Fixed
Spread(2)
|
Principal Amount
Validly Tendered
|
Principal
Amount
Accepted for
Purchase
|
Approximate
Proration
Factor(3)
|
6.875%
Guaranteed Notes
due 2036
|
91911TAH6 /
US91911TAH68
|
US$1,334,866,000
|
1
|
4.375% due
May 15, 2034
|
+169 bps
|
US$
415,441,000
|
US$
415,441,000
|
100.00 %
|
|
|
|
|
|
|
|
|
|
6.875%
Guaranteed Notes
due 2039
|
91911TAK9 /
US91911TAK97
|
US$1,146,159,000
|
2
|
4.375% due
May 15, 2034
|
+180 bps
|
US$
202,273,000
|
US$
84,559,000
|
41.87 %
|
|
|
|
|
|
|
|
|
|
8.250%
Guaranteed Notes
due 2034
|
91911TAE3 /
US91911TAE38
|
US$641,337,000
|
3
|
4.375% due
May 15, 2034
|
+148 bps
|
US$
32,685,000
|
US$0.00
|
Not
applicable
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Dealer Managers (as
defined below) will quote the bid-side price of the Reference U.S.
Treasury Security set forth in the table above from Bloomberg Bond
Trader FIT1.
|
(2)
|
Inclusive of Early
Tender Payment (as defined in the Offer to Purchase) of
US$50.00 per US$1,000 aggregate principal amount of the respective
series of Notes.
|
(3)
|
The proration factor
has been rounded to the nearest tenth of a percentage point for
presentation purposes.
|
As of 5:00 p.m., New York City time, on July 9, 2024 (the "Early Tender Date"),
US$650,399,000 in aggregate principal
amount of Notes has been validly tendered and not validly
withdrawn. Because the purchase of Notes validly tendered in
the Offers would cause the Offeror to purchase an aggregate
principal amount of Notes in excess of the Maximum Principal
Amount, the Offeror has accepted for purchase (a) US$ 415,441,000 principal amount of the 6.875%
Guaranteed Notes due 2036 (the "2036 Notes"), (b) US$ 84,559,000 principal amount of the 6.875%
Guaranteed Notes due 2039 (the "2039 Notes"), and (c) none of the
8.250% Guaranteed Notes due 2034 (the "2034 Notes"). Given
that the Offers are oversubscribed, no Notes tendered after the
Early Tender Date will be accepted for purchase. Any tendered
Notes that are not accepted for purchase will be returned or
credited without expense to the holder's account.
The applicable Total Consideration (as defined in the Offer to
Purchase) payable per US$1,000
principal amount of Notes tendered and accepted for purchase will
be determined by the Dealer Managers based on the applicable fixed
spread for each series of Notes (as set forth in the table above)
plus the applicable yield-to-maturity of the Reference U.S.
Treasury Security for that series of Notes (as set forth in the
table above) as of 11:00 a.m.,
New York City time, on
July 10, 2024. The Offeror
expects to announce the pricing of the Offers on July 10, 2024.
Payment of the applicable Total Consideration and accrued and
unpaid 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 July
11, 2024. Vale Overseas will pay holders of the 2036
Notes and the 2039 Notes validly tendered and accepted for purchase
on a pro rata basis according to the proration procedures described
in the Offer to Purchase. The Offers will expire at
5:00 p.m., New York City time, on July 24, 2024.
The Offeror 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 (the "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).
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