Vale SA
Vale SA
06/22/2023 | Press release | Distributed by Public on 06/22/2023 06:27
Vale announces early tender results of cash tender offers for notes due 2039, 2036, 2034 and 2042 - Form 6-K
Vale announces early tender results of cash tender offers for notes due 2039, 2036, 2034 and 2042
Rio de Janeiro, June 22, 2023 - Vale S.A. ("Vale") and Vale Overseas Limited ("Vale Overseas" and, together with Vale, the "Offerors") announce the early tender results of the previously announced offers to purchase for cash (the "Waterfall Offers") the notes of the series of notes as set forth in the table below (the "Waterfall Notes") as of 5:00 p.m., New York City time, on June 21, 2023 (the "Waterfall Early Tender Date").
|
Issuer |
Title of Security |
CUSIP / |
Principal Amount Outstanding |
Acceptance Priority Level |
Reference U.S. Treasury Security |
Bloomberg Reference Page (1) |
Fixed Spread(2) |
Principal Amount Validly Tendered |
Principal Amount Accepted for Purchase |
Approximate Proration Factor(3) |
|
Vale Overseas |
6.875% Guaranteed Notes due 2039 |
91911TAK9 / US91911TAK97 |
US$1,247,178,000 | 1 | 3.875% due May 15, 2043 | FIT1 | +235 bps | US$101,019,000 | US$101,019,000 | 100.0% |
|
Vale Overseas |
6.875% Guaranteed Notes due 2036 |
91911TAH6 / US91911TAH68 |
US$1,458,748,000 | 2 | 3.375% due May 15, 2033 | FIT1 | +257 bps | US$132,256,000 | US$123,882,000 | 93.7% |
|
Vale Overseas |
8.250% Guaranteed Notes due 2034 |
91911TAE3 / US91911TAE38 |
US$641,337,000 | 3 | 3.375% due May 15, 2033 | FIT1 | +231 bps | US$33,872,000 | US$0 | - |
| Vale | 5.625% Notes due 2042 |
91912EAA3 / US91912EAA38 |
US$491,245,000 | 4 | 3.875% due May 15, 2043 | FIT1 | +188 bps | US$20,830,000 | US$0 | - |
| (1) | The applicable page on Bloomberg from which the dealer managers will quote the bid-side price of the Reference U.S. Treasury Security. |
| (2) | Inclusive of Waterfall Early Tender Payment (as defined in the Offer to Purchase). |
| (3) | The proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes. |
Upon the terms and subject to the conditions set forth in the offer to purchase dated June 7, 2023 (the "Offer to Purchase"), the Offerors will only accept for purchase up to a maximum aggregate principal amount of Waterfall Notes tendered in the Waterfall Offers 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").
Because the purchase of 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 have accepted for purchase (a) US$101,019,000 principal amount of 2039 Notes; (b) US$123,882,000 principal amount of 2036 Notes; (c) none of the 2034 Notes; and (d) none of the 2042 Notes. Given that the Offers are oversubscribed, no Waterfall Notes tendered after the Waterfall Early Tender Date will be accepted for purchase. Any tendered Waterfall Notes that are not accepted for purchase will be returned or credited without expense to the holder's account.
The applicable Total Consideration (as defined in the Offer to Purchase) payable per US$1,000 principal amount of Waterfall Notes tendered and accepted for purchase will be determined by the dealer managers based on the applicable fixed spread for each series of Waterfall Notes (as set forth in the table above) plus the applicable yield-to-maturity of the Reference U.S. Treasury Security for that series of Waterfall Notes (as set forth in the table above) as of 11:00 a.m., New York City time, on June 22, 2023. The Offerors expect to announce the pricing of the Waterfall Offers on June 22, 2023.
Payment of the applicable Total Consideration and accrued and unpaid interest for the Waterfall 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 23, 2023 (the "Waterfall Early Settlement Date"). Vale Overseas will pay holders of the 2039 Notes and 2036 Notes validly tendered and accepted for purchase on a pro rata basis according to the proration procedures described in the Offer to Purchase. The Waterfall Offers will expire at 5:00 p.m., New York City time, on July 7, 2023.