Issuer Free Writing Prospectus filed pursuant to Rule 433
Supplementing the Preliminary Prospectus Supplement dated June 7, 2023
Registration Nos. 333-271248 and 333-271248-01
FINAL TERM SHEET
Vale Overseas Limited
US$1,500,000,000
6.125% Guaranteed Notes due 2033
| Issuer: | Vale Overseas Limited |
| Guarantor: | Vale S.A. |
| Title of Securities: | 6.125% Guaranteed Notes due 2033 (the “Notes”) |
| Aggregate Principal Amount: | US$1,500,000,000 |
| Price to the Public: | 99.117% of the principal amount plus accrued interest from June 12, 2023, if settlement occurs after that date |
| Gross Proceeds: | US$1,486,755,000 |
| Annual Interest Rate: | 6.125% from June 12, 2023 based upon a 360-day year consisting of twelve 30-day months |
| Maturity Date: | June 12, 2033 |
| Interest Payment Dates: | Interest on the Notes will be payable semi-annually on June 12 and December 12 of each year, beginning on December 12, 2023 |
| Yield to Maturity: | 6.245% |
| Benchmark Treasury: | UST 3.375% due May 15, 2033 |
| Benchmark Treasury Price: | 96-17+ |
| Benchmark Treasury Yield: | 3.795% |
| Spread to Benchmark Treasury: | +245 bps |
| Pricing Date: | June 7, 2023 |
| Settlement Date: | June 12, 2023 (T+3) |
| Minimum Denominations: | US$2,000/US$1,000 |
| Optional Redemption: | At any time prior to March 12, 2033 (the date that is three months prior to the maturity date of the Notes), the Company may redeem the Notes, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) (a) the sum of the present values of the remaining scheduled payments of the principal and interest thereon discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 40 basis points less (b) interest accrued to the date of redemption, plus, in each case, accrued and unpaid interest on such Notes to the date of redemption. |
| | At any time on or after March 12, 2033 (the date that is three months prior to the maturity date of the Notes), the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on such Notes to the date of redemption. |
| Global Coordinators and Joint Bookrunners: | BMO Capital Markets Corp.
Citigroup Global Markets Inc. J.P. Morgan Securities LLC |
Joint Bookrunners: | Scotia Capital (USA) Inc. Credit Agricole Securities (USA) Inc.
MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. |
| Offering Format: | SEC-Registered |
| CUSIP: | 91911T AR4 |
| ISIN: | US91911TAR41 |
| Expected Listing: | Application will be made to list the Notes on the New York Stock Exchange. |
| Governing Law: | State of New York |
The issuer expects that delivery of the Notes will be made against payment therefor on or about June 12, 2023, which will be the third business day in New York following the date of pricing of the Notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the SEC under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade on the date prior to the settlement may be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing or the next succeeding business days should consult their own advisor.
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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: BMO Capital Markets Corp. at +1 (866) 864-7760; Citigroup Global Markets Inc. at +1 (800) 831-9146; J.P. Morgan Securities LLC at +1 (212) 834-4533; Scotia
Capital (USA) Inc. at +1 (800) 372-3930; Credit Agricole Securities (USA) Inc. at +1 (866) 807-
6030; MUFG Securities Americas Inc. +1 (877) 649-6848; or SMBC Nikko Securities America,
Inc. at +1 (800) 868-6856.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
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