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Vale S.A. & Vale Overseas Limited - Tender Offer - Pricing

Vale announces pricing for cash tender offer for notes due 2026


13 JUNE 2023


Full announcement including disclaimers and offer restrictions available via SEC (Source: Vale S.A.)


"Rio de Janeiro – June 13, 2023 – Vale S.A. (“Vale”), further to the press release issued on June 7, 2023, announces the Consideration (as defined below) payable in connection with the previously announced offer to purchase (the “Offer”) with respect to any and all outstanding 6.250% Guaranteed Notes due 2026 (the “2026 Notes”) issued by its wholly owned subsidiary, Vale Overseas Limited (“Vale Overseas” or the “Offeror”).



The Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated June 7, 2023 (the “Offer to Purchase”) relating to the 2026 Notes and the accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery”).

The Consideration payable per US$1,000 principal amount of 2026 Notes validly tendered and accepted for purchase pursuant to the Offer has been determined in the manner described in the Offer to Purchase (the “Consideration”) by reference to the fixed spread for the 2026 Notes specified in the table above plus the yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 11:00 a.m., New York City time, earlier today.

Holders of 2026 Notes who (i) validly tender and do not validly withdraw their 2026 Notes on or prior to the Expiration Date (as defined below), or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) on or prior to the Expiration Date and that tender their 2026 Notes on or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase), and whose 2026 Notes are accepted for purchase will be eligible to receive the Consideration. Holders will also receive accrued and unpaid interest (“Accrued Interest”) on the 2026 Notes accepted for purchase in the Offer from, and including, the last interest payment date for the 2026 Notes up to, but excluding, the Any and All Settlement Date.

The Offer will expire at 5:00 p.m., New York City time, today, unless extended (the “Expiration Date”). Payment of the Consideration and Accrued Interest for the 2026 Notes validly tendered and accepted for purchase is expected to be made, subject to the terms and conditions of the Offer to Purchase, on June 16, 2023 (the “Any and All Settlement Date”)."


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Vale announces cash tender offers for notes due 2026, 2039, 2036, 2034 and 2042


07 JUNE 2023


Full announcement including disclaimers and offer restrictions available via SEC (Source: Vale S.A.)



"Rio de Janeiro, June 7, 2023 – Vale S.A. (“Vale”) and Vale Overseas Limited (“Vale Overseas” and, together with Vale, the “Offerors”) announce the commencement of the following cash tender offers:

· “Any and All Offer”: Vale Overseas offers to purchase for cash any and all of the outstanding notes of the series set forth in the table below under the heading “Any and All Notes” (the “Any and All Notes”).

· “Waterfall Offers”: Each of Vale Overseas and Vale offers to purchase for cash the outstanding notes issued by it of the series set forth in the table below under the heading “Waterfall Notes” (all such notes, the “Waterfall Notes,” and each a “series” of Waterfall Notes), up to an aggregate principal amount of Waterfall Notes not to exceed US$500,000,000 less the aggregate principal amount of Any and All Notes validly tendered and accepted for purchase pursuant to the Any and All Offer, excluding any premium and any accrued and unpaid interest (the “Maximum Principal Amount”).

The Offerors refer to the offer to purchase the Any and All Notes as the “Any and All Offer,” the offers to purchase the Waterfall Notes as the “Waterfall Offers,” and each individual offer as an “Offer.” Each Offer is a separate offer, and each Offer may be individually amended, extended or terminated. The Any and All Notes, together with the Waterfall Notes, are herein referred to as the “Notes.”

The Offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated June 7, 2023 (the “Offer to Purchase”). The Offers are not contingent upon the tender of any minimum principal amount of Notes, but the Offerors will only purchase Waterfall Notes up to the Maximum Principal Amount. If the aggregate principal amount of Any and All Notes validly purchased in the Any and All Offer equals or exceeds US$500,000,000, the Offerors will not accept for purchase any Waterfall Notes tendered pursuant to the Waterfall Offers (unless the Offerors, at their own discretion, elect to increase the Maximum Principal Amount at any time on or prior to the Waterfall Expiration Date).

The Offers are conditioned upon the satisfaction of certain conditions, including the consummation of an offering of one or more issuances of debt securities of Vale Overseas, guaranteed by Vale, on terms that are satisfactory to Vale, in its sole discretion, generating aggregate net cash proceeds at least equal to US$1,000,000,000 plus the greater of (a) the aggregate principal amount of all Any and All Notes validly tendered and not validly withdrawn pursuant to the Any and All Offer or (b) US$500,000,000.



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