Brazil’s Vale Overseas to sell dollar-denominated guaranteed notes

By Mary-Katherine Stinson

Lexington, Ky., June 7 – Vale SA’s wholly owned finance company Vale Overseas Ltd. is looking to issue dollar-denominated guaranteed notes (BBB-/BBB), according to a 424B2 filing with the Securities and Exchange Commission.

The notes will be guaranteed by Vale SA.

Vale or any of Vale’s wholly owned subsidiaries may replace Vale Overseas as issuer and principal debtor of the notes, without noteholders’ consent.

The notes will feature a make-whole call option until some months before the maturity date followed by a par call.

BMO Capital Markets Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. are the global coordinators and joint bookrunners. Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc. are also bookrunners for the deal.

Bank of New York Mellon is the trustee.

Vale will be advised by Cleary Gottlieb Steen & Hamilton LLP and will use in-house counsel regarding Brazilian law. Walkers (Cayman) LLP will be legal counsel for Vale regarding Cayman Islands law. Gibson, Dunn & Crutcher LLP will act as counsel for the bookrunners. Pinheiro Guimaraes will advise the bookrunners as to Brazilian law.

The proceeds will be used to fund a tender offer and any remaining proceeds will be used for general corporate purposes.

Vale SA is a Rio de Janeiro-based producer of iron ore and nickel.

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