Issuer Free Writing Prospectus filed pursuant to Rule 433
Supplementing the Preliminary Prospectus Supplement dated February 24, 2025
Registration Nos. 333-271248 and 333-271248-01
FINAL TERM SHEET
Vale Overseas Limited
US$750,000,000
6.400% Guaranteed Notes due 2054
| Issuer: | Vale Overseas Limited |
| Guarantor: | Vale S.A. |
| Title of Securities: | 6.400% Guaranteed Notes due 2054 (the “Notes”) |
| Principal Amount: | US$750,000,000 |
| Aggregate Principal Amount: | The aggregate principal amount of the Original Securities and the Securities now being issued will be US$1,750,000,000. |
| Single Series: | The Securities are a further issuance of the Company’s 6.400% Guaranteed Notes due 2054, originally issued on June 28, 2024 (the “Original Securities”), and will be consolidated to form a single series with the US$1,000,000,000 principal amount of the Original Securities then issued. |
| Price to the Public: | 99.884% of the principal amount plus accrued interest from and including December 28, 2024, to (but excluding) February 27, 2025 in the amount of US$7,866,666.67, plus accrued interest, if any, from February 27, 2025 if settlement occurs after that date. |
| Gross Proceeds: | US$749,130,000 (excluding accrued interest). |
| Annual Interest Rate: | 6.400% based upon a 360-day year consisting of twelve 30-day months |
| Maturity Date: | June 28, 2054 |
| Interest Payment Dates: | Interest on the Notes will be payable semi-annually on June 28 and December 28 of each year, beginning on June 28, 2025. Interest on the Securities will accrue from December 28, 2024, and purchasers of the Securities will be entitled to receive the full amount of the next semi-annual regular interest payment on June 28, 2025. |
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| Yield to Maturity: | 6.408% |
| Benchmark Treasury: | UST 4.500% due November 15, 2054 |
| Benchmark Treasury Price: | 97-05 |
| Benchmark Treasury Yield: | 4.678% |
| Spread to Benchmark Treasury: | +173 bps |
| Pricing Date: | February 24, 2025 |
| Settlement Date: | February 27, 2025 (T+3) |
| Minimum Denominations: | US$2,000/US$1,000 |
| Optional Redemption: |
At any time prior to December 28, 2053 (the date that is six 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 35 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 December 28, 2053 (the date that is six 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. BofA Securities, Inc.
|
| Joint Bookrunners: |
Morgan Stanley & Co. LLC Santander US Capital Markets LLC |
| Offering Format: | SEC-Registered |
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| CUSIP: | The Securities will have the same CUSIP as the Original Securities, which is 91911T AS2 |
| ISIN: | The Securities will have the same CUSIP as the Original Securities, which is US91911TAS24 |
| Expected Listing: | Application will be made to list the Notes on the New York Stock Exchange. The Original Securities are listed 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 February 27, 2025, 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 one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to one business day before the settlement will 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 prior to one business day before the settlement 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: BMO Capital Markets Corp. at +1 (866) 864-7760; BofA Securities, Inc. at +1 (800) 294-1322; Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030; HSBC Securities (USA) Inc. at +1 (866) 811-8049; MUFG Securities Americas Inc. +1 (877) 649-6848; J.P. Morgan Securities LLC collect at +1 (212) 834-4533; Morgan Stanley & Co. LLC at +1 (866) 718-1649; and Santander US Capital Markets LLC at +1 (855) 403-3636.
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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