Issuer Free Writing Prospectus filed pursuant to Rule 433

Supplementing the Preliminary Prospectus Supplement dated July 6, 2020

Registration Nos. 333-225723 and 333-225723-01

 

FINAL TERM SHEET

 

Vale Overseas Limited

US$1,500,000,000

3.750% Guaranteed Notes due 2030

 

Issuer: Vale Overseas Limited
   
Guarantor: Vale S.A.
   
Title of Securities: 3.750% Guaranteed Notes due 2030 (the “Securities”)
   
Aggregate Principal Amount: US$1,500,000,000
   
Price to the Public: 99.176% of the principal amount plus accrued interest from July 8, 2020, if settlement occurs after that date
   
Gross Proceeds: US$1,487,640,000
   
Annual Interest Rate: 3.750% from July 8, 2020 based upon a 360-day year consisting of twelve 30-day months
   
Maturity Date: July 8, 2030
   
Interest Payment Dates: Interest on the notes will be payable semi-annually on January 8 and July 8 of each year, beginning on January 8, 2021
   
Yield to Maturity: 3.850%
   
Benchmark Treasury: UST 0.625% due May 15, 2030
   
Benchmark Treasury Price and Yield: 99-15+ and 0.679%
   
Spread to Benchmark Treasury: +317.1 bps
   
Pricing Date: July 6, 2020
   
Settlement Date: July 8, 2020 (T+2)
   
Expected Ratings*: Ba1 stable (Moody’s) / BBB- negative (S&P) / BBB- stable (Fitch) / BBBL stable (DBRS)
   
Minimum Denominations: US$2,000/US$1,000

 

 

 

 

Optional Redemption:  
   
Make-Whole Call: At any time prior to April 8, 2030, at the greater of (i) 100% of the principal amount redeemed and (ii) a discount rate of Treasury plus 50 basis points
   
Par Call: On or after April 8, 2030, at 100% of the principal amount redeemed
   
Joint Bookrunners: BB Securities Limited
Citigroup Global Markets Inc.
Credit Agricole Securities (USA) Inc.
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
SMBC Nikko Securities America, Inc.
   
Offering Format: SEC-Registered
   
CUSIP: 91911T AQ6
   
ISIN: US91911TAQ67
   
Expected Listing: Application will be made to list the notes on the New York Stock Exchange.
   
Governing Law: State of New York

 

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

We expect to deliver the notes against payment for the notes on or about July 8, 2020, which will be the second business day following the date of the pricing of the notes (this settlement cycle being referred to as “T+2”). Purchasers of the notes who wish to trade the notes on the date of pricing or the next succeeding business day should consult their own advisor.

 

The issuer and guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have filed with the SEC for more complete information about the issuer, the guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the underwriters will arrange to send you the prospectus if you request it by calling: Citigroup Global Markets Inc. at +1 (800) 831-9146 (US toll free); Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030 (US toll free); Mizuho Securities USA LLC at +1 (866) 271-7403 (US toll free); MUFG Securities Americas Inc. at +1 (877) 649-6848 (US toll free); SMBC Nikko Securities America, Inc. at +1 (888) 868-6856 (US toll free); or, if calling from outside the U.S., by collect calling BB Securities Limited at +44 (20) 7367-5800 att. Operations Department.

 

 

 

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