Vale in $750 Million 30-Year Notes Reopening and Liability Management

Cleary Gottlieb represented Vale S.A. (Vale) in an SEC-registered offering of $750 million 6.4% global notes due 2054 and concurrent liability management transaction.

The total amount outstanding of the notes following this reopening is $1.75 billion. Cleary also represented Vale in the original notes issuance in June 2024.

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 January 24, 2025, and closed on January 27, 2025.

Vale will use a portion of the net proceeds of the bond offering to fund concurrent cash tender offers that launched on January 24, 2025. The tender offers consist of an offer targeting three series of notes with a cap of $450 million. The purchase price for each series of notes will be based on a fixed-spread over benchmark security yields. The offers had an early tender date on March 7, 2025, and an early settlement is expected on March 12, 2025.

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