Press Release
Vale announces a cash tender offer for any and all of its 5.625% notes due 2042 Rio de Janeiro, Brazil – June 14, 2018 – Vale S.A. (“Vale”) announces the commencement of an offer to purchase for cash (the “Offer”) any and all of its 5.625% notes due 2042 (CUSIP No. 91912EAA3 / ISIN US91912EAA38) (the “Notes”). The Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated June 14, 2018 (the “Offer to Purchase”). of Notes. The Offer is not contingent upon the tender of any minimum principal amount Principal Amount Outstanding Consideration(1) Title of Security CUSIP / ISIN Nos. CUSIP: 91912EAA3 ISIN: US91912EAA38 5.625% Notes due 2042 US$1,500,000,000 US$1,017.50 (1) The amount to be paid for each US$1,000 principal amount of Notes validly tendered and accepted for purchase, excluding accrued and unpaid interest on the Notes. Indicative Timetable for the Offer: Commencement of Offer Withdrawal Date June 14, 2018 5:00 p.m., New York City time, on June 21, 2018, unless extended by Vale in its sole discretion, except as described in the Offer to Purchase or as required by applicable law. 5:00 p.m., New York City time, on June 21, 2018, unless extended by Vale in its sole discretion. 5:00 p.m., New York City time, on the second Business Day following the Expiration Date. Expected to be on June 25, 2018, unless the Expiration Date is extended by Vale in its sole discretion. Promptly after the Expiration Date. Expected to be June 26, 2018, the third Business Day following the Expiration Date, but subject to change. Promptly after the Guaranteed Delivery Date. Expected to be on June 28, 2018, the third Business Day following the Guaranteed Delivery Date, but subject to change. Expiration Date Guaranteed Delivery Date Settlement Date Guaranteed Delivery Settlement Date The Offer will expire at 5:00 p.m., New York City time, on June 21, 2018, unless earlier terminated by Vale (such time and date, as the same may be extended, the “Expiration Date”). Holders of Notes who (i) validly tender and do not validly withdraw their Notes on or prior to the 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 Expiration Date and tender their Notes on or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase) will be eligible to receive the total consideration of US$1,017.50 per US$1,000 principal amount of Notes tendered (the “Consideration”). Validly tendered Notes may be withdrawn in accordance with the terms of the Offer, at any time prior to 5:00 p.m., New York City time, on June 21, 2018, unless extended, but not thereafter, except as described in the Offer to Purchase or as required by applicable law. In addition to the Consideration, holders whose Notes are validly tendered and accepted for purchase pursuant to the Offer will be paid accrued and unpaid interest on the Notes from, and including, the last interest payment date to, but not including, the Settlement Date (as defined in the Offer to Purchase). For the avoidance of doubt, accrued and unpaid interest on the Notes, including the Notes tendered pursuant to the Guaranteed Delivery Procedures, will cease to accrue on the Settlement Date.
