Vale in $1 Billion Offering of 30-Year Notes and Liability Management

Cleary Gottlieb represented Vale S.A. in an SEC-registered offering of $1 billion 6.400% global notes due 2054 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 25, 2024, and closed on June 28, 2024.

Vale will use a portion of the net proceeds of the bond offering to fund concurrent cash tender offers that launched on June 25, 2024, and the redemption of one series of notes. The tender offers consisted of an offer targeting three series of notes with a cap of $500 million. The purchase price for each series of notes will be based on a fixed-spread over benchmark security yields. The offers will have an early tender date on July 9, 2024, and an early settlement on July 11, 2024.

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