VALE OVERSEAS LIMITED
(incorporated in the Cayman Islands)
A Wholly Owned Subsidiary of Vale S.A.

OFFER TO PURCHASE FOR CASH

UP TO US$450,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING NOTES OF THE SERIES
LISTED BELOW SUBJECT TO THE PRIORITIES SET FORTH HEREIN

THE OFFERS (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 24, 2025 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE OFFEROR’S SOLE DISCRETION, THE “EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE TOTAL CONSIDERATION (AS DEFINED HEREIN), HOLDERS (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MARCH 7, 2025 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE OFFEROR’S SOLE DISCRETION, THE “EARLY TENDER DATE”). HOLDERS VALIDLY TENDERING THEIR NOTES AFTER THE EARLY TENDER DATE AND ON OR PRIOR TO THE EXPIRATION DATE WILL ONLY BE ELIGIBLE TO RECEIVE THE TENDER CONSIDERATION (AS DEFINED HEREIN), WHICH EQUALS THE TOTAL CONSIDERATION LESS THE EARLY TENDER PAYMENT (AS DEFINED HEREIN). VALIDLY TENDERED NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE OFFERS ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, MARCH 7, 2025 (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE OFFEROR’S SOLE DISCRETION, THE “WITHDRAWAL DATE”). THERE IS NO GUARANTEED DELIVERY MECHANISM PROVIDED FOR BY THE OFFEROR IN CONJUNCTION WITH THE OFFERS.



Title of Security

CUSIP / ISIN Nos.

Principal Amount Outstanding

Acceptance Priority Level


8.250% Guaranteed Notes due 2034


CUSIP: 91911TAE3
ISIN: US91911TAE38


US$438,337,000


1


6.875% Guaranteed Notes due 2039


CUSIP: 91911TAK9
ISIN: US91911TAK97


US$1,061,600,000


2


6.875% Guaranteed Notes due 2036


CUSIP: 91911TAH6
ISIN: US91911TAH68


US$916,425,000


3


To view copies of the Offer To Purchase document(s) please click on the document(s) below

Offer to Purchase

Press Release

 

To obtain additional copies of the Offer to Purchase, please contact Tender and Information Agent.

The Tender and Information Agent for the Tender Offers is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, New York 10005
United States
E-mail: vale@dfking.com

Banks and Brokers call: +1 (212) 269-5550
All others call toll free (United States only): +1 (800) 714-3310

By Mail:

48 Wall Street, 22nd Floor
New York, NY 10005

By Overnight Courier:

48 Wall Street, 22nd Floor
New York, NY 10005

By Hand:

48 Wall Street, 22nd Floor
New York, NY 10005


Any questions or requests for assistance or additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery may be directed to the Tender and Information Agent at its telephone number or address set forth above. Any questions related to the terms of the Offers may be directed to the Dealer Managers.

You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.

The Dealer Managers for the Tender Offers are:

BMO Capital Markets Corp.

151 West 42nd Street, 32nd Floor
New York, New York 10036
U.S. Toll-Free: +1 (833) 418-0762
U.S. Collect: +1 (212) 702-1840
E-mail: LiabilityManagement@bmo.com
Attention: Liability Management

BofA Securities, Inc.

One Bryant Park, 8th Floor
New York, New York 10036
U.S. Toll Free: +1 (888) 292-0070
U.S. Collect: +1 (646) 855-8988
Attention: Liability Management Group

Credit Agricole Securities (USA) Inc.

1301 Avenue of the Americas, 17th Floor
New York, New York 10019
U.S. Toll Free: +1 (866) 807-6030
U.S. Collect: +1 (212) 261-7802
E-mail: us.liabilitymanagement@ca-cib.com
Attention: Debt Capital Markets/Liability Management

J.P. Morgan Securities LLC.

383 Madison Avenue
New York, New York 10179
U.S. Toll Free: +1 (866) 834-4666 / +1 (866) 846-2874
U.S. Collect: 1+ (212) 834 2042 / 1+ (212) 834-4533
Attention: Liability Management Group/Latin America Debt Capital Markets

HSBC Securities (USA) Inc.

452 Fifth Avenue
New York, NY 10018
U.S. Toll-Free: +1 (888) HSBC-4LM
Collect: +1 (212) 525-5552
E-mail: lmamericas@us.hsbc.com
Attention: Global Liability Management Group