Brazil’s Vale launches tender offers covering five notes

Chicago, June 7 – Vale SA and Vale Overseas Ltd. started cash tender offers for five series of notes on Wednesday, according to a press release.

For the first series, any and all of the tendered notes will be accepted. Vale Overseas is offering to purchase from the $745,441,000 outstanding of its 6¼% guaranteed notes due 2026 (Cusip: 91911TAP8) with pricing to be determined using the 3 5/8% U.S. Treasury due May 15, 2026 and a fixed spread of 58 basis points.

The second four notes are part of a waterfall tender offer, capped at $500 million.

The issuers are offering to buy from the following series, listed in acceptance priority order, with the basis for their pricing considerations:

• $1,247,178,000 outstanding 6 7/8% guaranteed notes due 2039 issued by Vale Overseas (Cusip: 91911TAK9) for a tender consideration based on the 3 7/8% U.S. Treasury due May 15, 2043 plus a fixed spread of 235 bps;

• $1,458,748,000 outstanding 6 7/8% guaranteed notes due 2036 issued by Vale Overseas (Cusip: 91911TAH6) for a tender consideration based on the 3 3/8% U.S. Treasury due May 15, 2033 plus a fixed spread of 257 bps;

• $641,337,000 outstanding 8¼% guaranteed notes due 2034 issued by Vale Overseas (Cusip: 91911TAE3) for a tender consideration based on the 3 3/8% U.S. Treasury due May 15, 2033 plus a fixed spread of 231 bps; and

• $491,245,000 outstanding 5 5/8% notes due 2042 issued by Vale (Cusip: 91912EAA3) for a tender consideration based on the 3 7/8% U.S. Treasury due May 15, 2043 plus a fixed spread of 188 bps.

All early tenders in the waterfall offer will be eligible for an early tender payment of $50, inclusive in the pricing considerations that will not be paid to noteholders who tender after the early deadline.

Tenders may be prorated in the waterfall offer.

The tender offers are subject to a financing condition, namely the raising of at least $1 billion and enough funds to cover the any-and-all tender offer or an additional $500 million, whichever is greater.

Details

Pricing will be determined for the any-and-all offer at 11 a.m. ET on June 13.

The withdrawal deadline and expiration deadline for the any-and-all offer is 5 p.m. ET on June 13/

There are guaranteed delivery procedures and notes tendered using that method are due by 5 p.m. ET two days after the expiration date with settlement expected on June 16 for notes tendered either way.

For the waterfall offers, the early deadline is 5 p.m. ET on June 21, also the withdrawal deadline.

Pricing will be determined at 11 a.m. ET on June 22.

Early settlement, if elected, will be on June 23.

The offer expires at 5 p.m. ET on July 7.

Settlement is planned for July 11.

BMO Capital Markets Corp. (212 702-1840, 833 418-0762), Citigroup Global Markets Inc. (212 723-6106, 800 558-3745), J.P. Morgan Securities LLC (212 834-4045, 866 834-4666) and Scotia Capital (USA) Inc. (212 225-5559, 833 498-1660) are the dealer managers.

D.F. King & Co., Inc. is the information and tender agent for the offer (800 591-8263, 212 269-5550, vale@dfking.com).

Vale is a Rio de Janeiro-based metals and mining company.

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