Vale and Vale Overseas Limited 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”.

•    “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plus the greater of (a) the aggregate principal amount of all Any and All Notes validly tendered and not validly withdrawn pursuant to the Any and All Offer or (b) US$500,000,000.

The Any and All Offer will expire at 5:00 p.m., New York City time, on June 13, 2023 unless extended or earlier terminated (such date and time with respect to the Any and All Offer, as the same may be extended, the “Any and All Expiration Date”). Holders of Any and All Notes who (i) validly tender and do not validly withdraw their Any and All Notes on or prior to Any and All Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined in the Offer to Purchase) and other required documents pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) on or prior to the Any and All Expiration Date and tender their Any and All Notes on or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase), will be eligible to receive the Any and All Total Consideration (as defined below). Validly tendered Any and All Notes may be withdrawn in accordance with the terms of the Any and All Offer, at any time prior to 5:00 p.m., New York City time, on June 13, 2023, unless extended, but not thereafter, except as described in the Offer to Purchase or as required by applicable law. 

The Waterfall Offers will expire at 5:00 p.m., New York City time, on July 7, 2023, unless earlier terminated by the applicable Offerors (such time and date, as the same may be extended, the “Waterfall Expiration Date”). Holders of Waterfall Notes who validly tender and do not validly withdraw their Waterfall Notes on or prior to 5:00 p.m., New York City time, on June 21, 2023, unless extended (such time and date, as they may be extended, the “Waterfall Early Tender Date”), will be eligible to receive the Waterfall Total Consideration (as defined in the Offer to Purchase), which is inclusive of an amount in cash equal to the amount set forth in the table above under the heading “Waterfall Early Tender Payment” (the “Waterfall Early Tender Payment”). Validly tendered Waterfall Notes may be withdrawn in accordance with the terms of the Waterfall Offers, at any time prior to 5:00 p.m., New York City time, on June 21, 2023, unless extended, but not thereafter, except as described in the Offer to Purchase or as required by applicable law. The Waterfall Total Consideration is expected to be paid on the Waterfall Early Settlement Date, which is expected to occur on June 23, 2023. Holders who validly tender their Waterfall Notes after the Waterfall Early Tender Date, but on or prior to the Waterfall Expiration Date, will be eligible to receive the Waterfall Tender Consideration (as defined in the Offer to Purchase). The Waterfall Tender Consideration is expected to be paid on the Waterfall Final Settlement Date, which is expected to occur on July 11, 2023. 

The Any and All Total Consideration and the Waterfall Total Consideration, as applicable, payable per US$1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the Offers will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes specified in the table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the tables above at 11:00 a.m., New York City time, on the Any and All Price Determination Date and the Waterfall Price Determination Date, as applicable, (each as defined in the Offer to Purchase). The “Waterfall Tender Consideration” is equal to the Waterfall Total Consideration minus the applicable Waterfall Early Tender Payment. 

The Waterfall Notes will be accepted in accordance with their Acceptance Priority Levels (as defined in the Offer to Purchase), subject to the Maximum Principal Amount. In all cases, subject to the terms and conditions of the Waterfall Offers, if the purchase of all Waterfall Notes validly tendered in the Waterfall Offers would cause the Offerors to purchase an aggregate principal amount of Waterfall Notes in excess of the Maximum Principal Amount, the Offerors will prorate the Waterfall Notes accepted in the Waterfall Offers in accordance with the Acceptance Priority Procedures, as described in the Offer to Purchase. The Offerors expressly reserve their right, in their sole discretion and subject to applicable law, to increase the Maximum Principal Amount without extending withdrawal rights

Additional information can be found here