#Rio de Janeiro #Brazil #Cash Tender #Vale S.A. #Vale Overseas

Vale Initiates Cash Tender Offers for Notes Due 2034, 2036, and 2039

Vale Overseas Limited, a fully owned subsidiary of Vale S.A., has announced the initiation of cash tender offers aimed at purchasing up to a total of $450 million worth of outstanding notes. These offers include securities due in 2034, 2036, and 2039, reflecting Vale’s strategic intentions to manage its capital structure effectively.

Details of the Offer

The offers, set to take place under the terms outlined in the Offer to Purchase dated February 24, 2025, allow holders of the notes to tender their holdings as part of this transaction. Vale has explicitly stated that the offers are not dependent on achieving any minimum principal amount of notes tendered, thereby providing flexibility in participation.

Breakdown of Notes Offered

1. 8.250% Guaranteed Notes due 2034
- CUSIP / ISIN: 91911TAE3 / US91911TAE38
- Outstanding Amount: $438,337,000
- Acceptance Priority: 1
- Reference U.S. Treasury Security: 4.625% due February 15, 2035
- Fixed Spread: +121 bps
- Early Tender Payment: $50.00

2. 6.875% Guaranteed Notes due 2039
- CUSIP / ISIN: 91911TAK9 / US91911TAK97
- Outstanding Amount: $1,061,600,000
- Acceptance Priority: 2
- Reference U.S. Treasury Security: 4.625% due February 15, 2035
- Fixed Spread: +148 bps
- Early Tender Payment: $50.00

3. 6.875% Guaranteed Notes due 2036
- CUSIP / ISIN: 91911TAH6 / US91911TAH68
- Outstanding Amount: $916,425,000
- Acceptance Priority: 3
- Reference U.S. Treasury Security: 4.625% due February 15, 2035
- Fixed Spread: +141 bps
- Early Tender Payment: $50.00

Timeline of Events

The tender offers commenced on February 24, 2025, with a key date for price determination set for March 7, 2025. Notably, the early tender date is also on March 7, 2025, giving noteholders an opportunity to secure the early tender payment.

Vale is set to finalize the offers by March 24, 2025, barring any changes to the timeline as per the company's discretion. The company expects the payment for tendered notes to occur promptly after the expiration date for those who validly tender their notes within the stipulated timeframe.

Implications of the Offer

This strategic move by Vale is indicative of its ongoing efforts to optimize its debt profile and improve financial flexibility, especially in a fluctuating economic environment. By repurchasing these notes, Vale can potentially reduce its interest expense and free up capital for other operational pursuits.

Holders of notes looking to engage in this tender offer are encouraged to review the official Offer to Purchase carefully. It contains comprehensive information on the process and terms associated with the tender offers, along with how to participate effectively.

Conclusion

Vale's cash tender offers present an important opportunity for noteholders looking to capitalize on this initiative. By engaging in these offers, Vale not only looks to improve its capital structure but also reinforces its commitment to maintaining a robust financial position moving forward. For detailed instructions on how to tender notes, holders can reach out to the appointed dealer managers or information agents as outlined in the Offer to Purchase.