Brazil’s Vale prices $1 billion tender offer covering six note series

By Wendy Van Sickle

Columbus, Ohio, June 9 – Brazil’s Vale SA announced pricing of its tender offer to purchase up to $1 billion principal amount of notes from six series in a news release Thursday.

The tender offer was announced on June 3 and covers the following securities, listed by acceptance priority level, with the considerations per $1,000 principal amount:

• $1,705,706,000 outstanding 6¼% guaranteed notes due 2026 (Cusip: 91911TAP8) issued by Vale Overseas Ltd. for $1,075.42 based on the 2 5/8% U.S. Treasury due May 31, 2027 plus 116 basis points;

• $681,486,000 outstanding 8¼% guaranteed notes due 2034 (Cusip: 91911TAE3) issued by Vale Overseas for $1,219.43 based on the 2 7/8% U.S. Treasury due May 15, 2032 plus 258 bps;

• $296,674,000 outstanding 7.2% debentures due 2032 (Cusip: 453258AP0) issued by Vale Canada Ltd. for $1,131.42 based on the 2 7/8% U.S. Treasury due May 15, 2032 plus 244 bps;

• $1,331,222,000 outstanding 6 7/8% guaranteed notes due 2039 (Cusip: 91911TAK9) issued by Vale Overseas for $1,124.29 based on the 3¼% U.S. Treasury due May 15, 2042 plus 230 bps;

• $1,618,987,000 outstanding 6 7/8% guaranteed notes due 2036 (Cusip: 91911TAH6) issued by Vale Overseas for $1,115.14 based on the 2 7/8% U.S. Treasury due May 15, 2032 plus 263 bps; and

• $520,405,000 outstanding 5 5/8% notes due 2042 (Cusip: 91912EAA3) issued by Vale SA for $980.84, based on the 3¼% U.S. Treasury due May 15, 2042 plus 235 bps.

Pricing was set at 11 a.m. ET on June 9. Holders will also receive accrued interest.

The expiration time is 5 p.m. ET on June 9, also the withdrawal date.

Tenders delivered via guaranteed delivery are due by 5 p.m. ET on June 13, two business days after the expiration time.

Settlement is planned for June 14 and one business day later for tenders delivered via guaranteed delivery.

Tenders will not be prorated. This could lead to a series being accepted for purchase when tenders from a series with a higher acceptance priority level are not accepted for purchase.

The company is using cash on hand to fund the tender offer.

BMO Capital Markets Corp. (833 418-0762, 212 702-1840), Citigroup Global Markets Inc. (800 558-3745, 212 723-6106), Credit Agricole Securities (USA) Inc. (866 807-6030, 212 261-7802), MUFG Securities Americas Inc. (877 744-4532, 212 405-7481), Scotia Capital (USA) Inc. (833 498-1660, 212 225-5559) and SMBC Nikko Securities America, Inc. (888 284-9760, 212 224-5328) are the dealer managers.

D.F. King & Co., Inc. (866 796-7184, 212 269-5550, www.dfking.com/vale, at vale@dfking.com) is the information and tender agent for the offer.

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

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