Vale in $1.5 Billion Offering and Liability Management

Cleary Gottlieb represented Vale S.A. in an SEC-registered offering of $1.5 billion 6.125% global notes due 2033 and concurrent liability management transaction.

The notes were issued by Vale Overseas Limited and are unconditionally and irrevocably guaranteed by Vale. The notes will be listed on the New York Stock Exchange. The offering priced on June 7, 2023, and closed on June 12, 2023.

Vale will use a portion of the net proceeds of the bond offering to fund concurrent cash tender offers that launched on June 7, 2023. The tender offers consisted of a five-day any-and-all offer targeting one series of notes, and a concurrent waterfall offer targeting four series of notes with a cap of $500 million minus the aggregate principal amount of notes purchased in the any-and-all offer. The purchase price for each series of notes will be based on a fixed-spread over benchmark security yields. The any-and-all offer expired on June 13, 2023, and will settle on June 16, 2023. The waterfall offer will have an early tender date on June 21, 2023, and an early settlement on June 23, 2023.

The firm has represented Vale for many years in significant SEC reporting, M&A, corporate governance, financing, litigation, and arbitration matters.