Juan Giraldez

Cleary in $1.5bn Vale bond offering

Cleary Gottlieb has advised Vale on an SEC-registered offering of $1.5 billion of 6.125% global notes due 2033 and a concurrent liability management transaction.

The notes were issued by Vale Overseas Limited and are unconditionally and irrevocably guaranteed by Vale. The notes will be listed on the New York Stock Exchange. The offer was priced on 7 June 2023 and closed on 12 June 2023.

Vale will use a portion of the net proceeds from the bond offering to fund simultaneous cash tender offers that were launched on 7 June 2023.

The tender offers consisted of a five-day general offer for one series of notes and a simultaneous cascade offer for four series of notes with a limit of USD 500 million less the aggregate principal amount of notes purchased in the general offer. The purchase price for each series of notes will be based on a fixed spread over the yields of the benchmark securities. The all-in offer expired on 13 June 2023 and will be settled on 16 June 2023. The cascade offer will have an early offer date on 21 June 2023 and early settlement on 23 June 2023.

Cleary’s corporate team included partner Juan Giráldez (pictured), counsel Jonathan Mendes de Oliveira, associate Silvia Fittipaldi, and international lawyers Raisa Reggiori and Jean Pontes. Counsel Matt Brigham and associates Michael Sims and Kathy Zhang advised on tax matters. All lawyers are based in Sao Paulo, except Raisa Reggiori, Matt Brigham, Michael Sims, and Kathy Zhang who are based in New York.

L Giselle Estrada