Securities Registration (section 12(b)) (8-a12b)
July 08 2020 - 2:50PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
VALE S.A.
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VALE OVERSEAS LIMITED
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(Exact Name of Registrant as Specified in Its Charter)
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(Exact Name of Registrant as Specified in Its Charter)
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FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of Incorporation
or Organization)
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CAYMAN ISLANDS
(Jurisdiction of Incorporation
or Organization)
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Praia de Botafogo nº 186, 18º andar, Botafogo
22250-145 Rio de Janeiro, RJ, Brazil
(Address of Principal Executive Offices)
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
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If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
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Securities Act registration statement file numbers to which
this form relates: 333-225723 and 333-225723-01
(If applicable)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title
of Each Class to be so Registered
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Name
of Each Exchange on Which
Each Class is to be Registered
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3.750%
Guaranteed Notes due 2030
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New
York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of class)
Item 1.
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Description of Registrants’ Securities to Be Registered.
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For a description of the securities to be
registered hereunder, reference is made to the information under the heading “Description of the Debt Securities” on
pages 12 through 27 of the Prospectus dated June 19, 2018 included in the Registration Statement on Form F-3 of Vale Overseas Limited
(the “Company”) and Vale S.A. (the “Guarantor”) (Registration Nos. 333-225723 and 333-225723-01),
as supplemented by the information under the headings “Risk Factors—Risks Relating to the Notes” and “Description
of the Notes” on pages S-6 through S-8 and S-11 through S-19, respectively, of the related Prospectus Supplement, dated July
6, 2020.
99(A). Prospectus dated June 19, 2018, incorporated by reference to the Registration Statement on Form F-3 filed with the SEC by the Company and the Guarantor on June 19, 2018 (Registration Nos. 333-225723 and 333-225723-01).
99(B). Prospectus Supplement dated July 6, 2020, incorporated by reference to the SEC filing pursuant to Securities Act Rule 424(b)(2) by the Company and the Guarantor on July 7, 2020.
99(C). Amended and Restated Indenture dated September 29, 2015, among the Company, the Guarantor and The Bank of New York Mellon (as successor to The Bank of New York), incorporated by reference to Exhibit 4.2 of the Registration Statement on Form F-3 filed with the SEC by the Company and the Guarantor on June 19, 2018 (Registration Nos. 333-225723 and 333-225723-01).
99(D). Third Supplemental Indenture dated July 8, 2020, among the Company, the Guarantor and The Bank of New York Mellon, including the form of global note, incorporated by reference to the report on Form 6-K furnished by the Guarantor to the SEC on July 8, 2020.
INDEX TO EXHIBITS
Exhibit No.
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Exhibit
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99(A)
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Prospectus dated June 19, 2018, incorporated by reference to the Registration Statement on Form F-3 filed with the SEC by the Company and the Guarantor on June 19, 2018 (Registration Nos. 333-225723 and 333-225723-01).
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99(B)
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Prospectus Supplement dated July 6, 2020, incorporated by reference to the SEC filing pursuant to Securities Act Rule 424(b)(2) by the Company and the Guarantor on July 7, 2020.
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99(C)
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Amended and Restated Indenture dated September 29, 2015, among the Company, the Guarantor and The Bank of New York Mellon (as successor to The Bank of New York), incorporated by reference to Exhibit 4.2 of the Registration Statement on Form F-3 filed with the SEC by the Company and the Guarantor on June 19, 2018 (Registration Nos. 333-225723 and 333-225723-01).
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99(D)
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Third Supplemental Indenture dated July 8, 2020, among the Company, the Guarantor and The Bank of New York Mellon, including the form of global note, incorporated by reference to the report on Form 6-K furnished by the Guarantor to the SEC on July 8, 2020.
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SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this registration statement or amendment thereto
to be signed on its behalf by the undersigned, thereunto duly authorized.
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Vale S.A.
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(Registrant)
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By:
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/s/ Luciano Siani
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Name: Luciano Siani
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Title:Chief Financial Officer
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By:
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/s/ Carlos Medeiros
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Name: Carlos Medeiros
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Title: Executive Director of Safety and Operational Excellence
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Vale Overseas Limited
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(Registrant)
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By:
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/s/ Rodrigo Sebollela Duque Estrada Regis
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Name: Rodrigo Sebollela Duque Estrada Regis
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Title: Director
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By:
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/s/ João Barbosa Campbell Penna
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Name: João Barbosa Campbell Penna
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Title: Director
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Date: July 8, 2020
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