RIO DE
JANEIRO, July 10, 2024 /PRNewswire/ -- Vale
Overseas Limited ("Vale Overseas" or the "Offeror"), a wholly owned
subsidiary of Vale S.A. ("Vale"), further to the press releases
issued on June 25, 2024 and
July 9, 2024, announces the Total
Consideration (as defined below) payable in connection with 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"), validly tendered and
accepted for purchase. The Offers are being made upon the terms and
subject to the conditions set forth in the offer to purchase dated
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)
|
Repurchase
Yield(3)
|
Total
Consideration
(4)(5)
|
6.875% Guaranteed
Notes due 2036
|
91911TAH6 /
US91911TAH68
|
US$1,334,866,000
|
1
|
4.375% due May 15,
2034
|
+169 bps
|
5.990 %
|
US$1,076.41
|
|
|
|
|
|
|
|
|
6.875% Guaranteed
Notes due 2039
|
91911TAK9 /
US91911TAK97
|
US$1,146,159,000
|
2
|
4.375% due May 15,
2034
|
+180 bps
|
6.100 %
|
US$1,076.36
|
______________________________
|
(1)
|
The Dealer Managers (as
defined below) quoted 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 below).
|
(3)
|
The "Repurchase Yield"
is equal to the Reference Yield (as defined in the Offer to
Purchase) plus the Fixed Spread.
|
(4)
|
Per US$1,000 principal
amount.
|
(5)
|
The Total Consideration
for Notes validly tendered prior to or at the Early Tender Date (as
defined below) and accepted for purchase is inclusive of an early
tender payment of US$50.00 per US$1,000 principal amount of Notes
accepted for purchase (the "Early Tender Payment") and calculated
using the applicable Fixed Spread for the applicable series of
Notes to the yield of the Reference U.S. Treasury Security for that
series as of 11:00 a.m., New York City time, on July 10, 2024. All
holders of Notes accepted for purchase will also receive accrued
and unpaid interest on Notes validly tendered and accepted for
purchase from and including the applicable last interest payment
date up to, but not including, the applicable settlement
date.
|
Holders that validly tendered and did not validly withdraw their
Notes in the Offers at or prior to 5:00
p.m., New York City time,
on July 9, 2024 (the "Early Tender
Date"), and whose Notes have been accepted for purchase will be
entitled to receive the total consideration as set forth in the
table above per US$1,000 principal
amount of Notes validly tendered and not validly withdrawn and
accepted for purchase (the "Total Consideration"), which
includes the Early Tender Payment of US$50.00 per US$1,000 principal amount of Notes accepted for
purchase. In addition, holders whose Notes have been accepted
for purchase pursuant to the Offers will also receive accrued and
unpaid interest ("Accrued Interest") on their accepted Notes from
the last interest payment date to, but not including, the Early
Settlement Date (as defined below).
The applicable Total Consideration payable per US$1,000 principal amount of Notes tendered and
accepted for purchase pursuant to the Offers was determined by the
Dealer Managers in the manner described in the Offer to Purchase by
reference to the applicable fixed spread for each series of Notes
(as set forth in the table above) plus the applicable
yield-to-maturity based on the bid-side price of the applicable
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.
As previously announced, because the aggregate principal amount
of the Notes validly tendered and not validly withdrawn pursuant to
the Offers at the Early Tender Date exceeded 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"), and 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.
Payment of the applicable Total Consideration and Accrued
Interest for the amount of 2036 Notes and 2039 Notes validly
tendered and accepted for purchase will be made on July 11, 2024 (the "Early Settlement
Date"). 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 ("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