Bond Valea 6.25% ( US91911TAP84 ) in USD

Valea

100 % ▼

Brazil

US91911TAP84 ( in USD )

6.25% per year ( payment 2 times a year)

10/08/2026

Prospectus brochure of the bond Vale US91911TAP84 en USD 6.25%, maturity 10/08/2026

2 000 USD

2 000 000 000 USD

91911TAP8

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

10/08/2025 ( In 29 days )

Vale is a Brazilian mining company specializing in iron ore and nickel production.

The Bond issued by Valea ( Brazil ) , in USD, with the ISIN code US91911TAP84, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/08/2026

The Bond issued by Valea ( Brazil ) , in USD, with the ISIN code US91911TAP84, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Valea ( Brazil ) , in USD, with the ISIN code US91911TAP84, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed maximum
Proposed maximum
Class of securities
Amount to be
offering price
aggregate offering
Amount of
offered

registered

per unit

price

registration fee

Debt securities

US$1,000,000,000.00

107.793%

US$1,077,930,000.00

US$124,932.09(1)

Guaranties

--

--

--

--(2)

(1)
The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guaranties.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-207181 and 333-207181-01
PROSPECTUS SUPPLEMENT
(To prospectus dated September 29, 2015)
VALE OVERSEAS LIMITED
US$1,000,000,000 6.250% Guaranteed Notes due 2026
UNCONDITIONALLY GUARANTEED BY
Vale S.A.
Vale Overseas Limited ("Vale Overseas") is offering US$1,000,000,000 aggregate principal amount of its 6.250% Guaranteed Notes due 2026 (the
"notes"). This offering is a reopening of Vale Overseas' US$1,000,000,000 6.250% Guaranteed Notes due 2026 issued on August 10, 2016 (the "original
notes"), and the notes offered hereby will be consolidated with and form a single series with the original notes. Vale Overseas will pay interest on the
notes semi-annually on February 10 and August 10 of each year, beginning August 10, 2017. Interest on the notes will accrue from February 10, 2017.
Vale Overseas will pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on the notes.
Vale Overseas may redeem the notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of 100% of the
principal amount of the notes to be redeemed and a "make-whole" amount described under "Description of the Notes--Optional Redemption" in this
prospectus supplement, plus accrued and unpaid interest on such notes to the date of redemption. Upon the imposition of certain withholding taxes, Vale
Overseas may also redeem the notes in whole, but not in part, at a price equal to 100% of their principal amount plus accrued interest to the redemption
date.
The notes will be unsecured obligations of Vale Overseas and will rank equally with Vale Overseas' unsecured senior indebtedness. Vale S.A.
("Vale") may assume the obligations of Vale Overseas under the notes as described under "Description of the Notes--Assumption by Guarantor of
Issuer's Obligations under the Notes." The guaranty will rank equally in right of payment with all other unsecured and unsubordinated debt obligations
of Vale. The notes will be issued only in registered form in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.
Vale Overseas will apply to list the notes issued hereby on the New York Stock Exchange. The original notes are listed on the New York Stock
Exchange.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-7 of
this prospectus supplement.
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Per note

Total

Public offering price(1)

107.793%
US$
1,077,930,000
Underwriting discount

0.27%
US$
2,700,000
Proceeds, before expenses, to Vale Overseas

107.523%
US$
1,075,230,000

(1)
Plus accrued interest from February 10, 2017, if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ANY OFFER OR SALE OF THE
NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED DIRECTIVE 2003/71/EC (THE
"PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
The notes will be ready for delivery in book-entry form through The Depository Trust Company ("DTC") and its participants, including Euroclear
and Clearstream, Luxembourg, on or about February 10, 2017.
Joint Lead Managers and Joint Bookrunners
BB Securities Ltd.

Bradesco BBI

J.P. Morgan
MUFG
Santander
Co-Managers
Mizuho Securities

SMBC Nikko
The date of this prospectus supplement is February 6, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Enforcement of Civil Liabilities

S-ii
Prospectus Supplement Summary

S-1
Risk Factors

S-7
Use of Proceeds
S-10
Capitalization
S-11
Description of the Notes
S-12
Certain Tax Considerations
S-21
Underwriting
S-26
Experts
S-32
Validity of the Notes
S-33
Incorporation of Certain Documents by Reference
S-34
Prospectus

Page
About this Prospectus

1
Enforcement of Civil Liabilities

2
Forward Looking Statements

4
Vale S.A.

5
Vale Overseas Limited

5
Use of Proceeds

5
Legal Ownership of Debt Securities

6
Description of the Debt Securities

8
Description of the Guarantees

21
Experts

21
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Validity of the Securities

22
Where You Can Find More Information

22
Incorporation of Certain Documents by Reference

23
We are responsible for the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein and therein. We have not, and the underwriters have not, authorized any person to give you any other information, and we, and the
underwriters, take no responsibility for any other information that others may give you. You should not assume that the information contained in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein is accurate as of any date other
than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. We and the
underwriters are not making an offer of these securities in any jurisdiction where the offer is not permitted.
S-i
Table of Contents
ENFORCEMENT OF CIVIL LIABILITIES
The following amends and restates the "Enforcement of Civil Liabilities--Brazil" section in the accompanying prospectus in its entirety to
contemplate intervening changes in Brazilian law:
Brazil
A final conclusive judgment for the payment of money rendered by any New York State or federal court sitting in New York City in respect of the
securities would be recognized in the courts of Brazil and such courts would enforce such judgment without any retrial or reexamination of the merits of
the original action only if such judgment has been ratified by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça). This ratification is
available only if:
·
the judgment fulfills all formalities required for its enforceability under the laws of the State of New York;
·
the judgment was issued by a competent court either after due service of process on the parties, which service of process if made in Brazil
must comply with Brazilian law, or after sufficient evidence of the parties' absence has been given, as established pursuant to applicable
law;
·
the judgment is not subject to appeal;
·
the judgment does not conflict with a final and unappealable decision issued by a Brazilian court;
·
the judgment has been authenticated by a Brazilian consulate in the State of New York or is duly apostilled in accordance with the
Convention Abolishing the Requirement of Legalization for Foreign Public Documents;
·
the judgment has been translated into Portuguese by a certified sworn translator;
·
the judgment does not cover matters subject to the exclusive jurisdiction of the Brazilian courts; and
·
the judgment is not against Brazilian public policy, good morals or national sovereignty.
In addition:
·
civil actions may be brought before Brazilian courts in connection with this prospectus supplement based on the federal securities laws
of the United States, and Brazilian courts may enforce such liabilities in such actions against Vale (provided that the relevant provisions
of the federal securities laws of the United States do not contravene Brazilian public policy, good morals or national sovereignty and
provided further that Brazilian courts can assert jurisdiction over the particular action).
·
the ability of a judgment creditor to satisfy a judgment by attaching certain assets of the defendant is limited by Brazilian law. In
addition, a Brazilian or foreign plaintiff who resides abroad or is abroad during the course of a suit in Brazil must post a bond to cover
the legal fees and court expenses of the defendant, unless there are real estate assets in Brazil to assure payment thereof, except in case of
execution actions or counterclaims as established under the first paragraph of Article 83 of the Brazilian Code of Civil Procedure.
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Notwithstanding the foregoing, no assurance can be given that ratification would be obtained, that the process described above could be conducted
in a timely manner or that a Brazilian court would enforce a monetary judgment for violation of the U.S. securities laws with respect to the securities.
S-ii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this prospectus supplement and
the accompanying prospectus. You should read carefully the entire prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein and therein before making an investment decision. In this prospectus supplement, unless the context otherwise
requires, references to "Vale," "we," "us" and "our" refer to Vale S.A. and its consolidated subsidiaries, taken as a whole, and references to "Vale
Overseas" mean Vale Overseas Limited, a wholly owned finance subsidiary.
Vale Overseas Limited
Vale Overseas is a finance company wholly owned by Vale. Vale Overseas' business is to issue debt securities to finance Vale's activities. Vale
Overseas was incorporated as a Cayman Islands exempted company with limited liability on April 3, 2001.
Vale S.A.
We are one of the largest metals and mining companies in the world, based on market capitalization. We are the world's largest producer of iron ore
and iron ore pellets and the world's largest producer of nickel. We also produce manganese ore, ferroalloys, metallurgical and thermal coal, copper,
platinum group metals (PGMs), gold, silver, cobalt, potash, phosphates and other fertilizer nutrients. We are engaged in greenfield mineral exploration
in six countries around the globe. We operate large logistics systems in Brazil and other regions of the world, including railroads, maritime terminals
and ports, which are integrated with our mining operations. In addition, we have a portfolio of maritime freight assets, floating transfer stations and
distribution centers to support the distribution of iron ore worldwide. Directly and through associates and joint ventures, we also have investments in
energy and steel businesses.
S-1
Table of Contents
The following table presents the breakdown of our total net operating revenues attributable to each of our main lines of business.
Nine months ended

Year ended December 31,

September 30,

2013

2014

2015

2015

2016

US$ million

US$ million

Ferrous minerals:

Iron ore
US$
27,844 US$
19,301 US$
12,330 US$
9,385 US$
10,208
Iron ore pellets

6,000
5,263
3,600
2,820
2,611
Manganese and
ferroalloys

523
392
162
149
185
Other ferrous products
and services

425
741
470
378
300
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Subtotal--ferrous
minerals
34,792
25,697
16,562
12,732
13,304
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Coal

1,010
739
526
418
463
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Base metals:

Nickel and other
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products(1)

5,839
6,241
4,693
3,586
3,209
Copper(2)

1,447
1,451
1,470
1,119
1,170
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Subtotal--base
metals

7,286
7,692
6,163
4,705
4,379
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Fertilizer nutrients

2,814
2,415
2,225
1,744
1,446
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Other(3)

865
996
133
111
77
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total net operating
revenues from
continued operations
US$
46,767 US$
37,539 US$
25,609 US$
19,710 US$
19,669
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
(1)
Includes nickel co-products (copper) and by-products (precious metals, cobalt and others).
(2)
Does not include copper produced as a nickel co-product.
(3)
Includes pig iron and energy.
Ferrous minerals:
·
Iron ore and iron ore pellets. We operate four systems in Brazil for producing and distributing iron ore, which we refer to as the
Northern, Southeastern, Southern and Midwestern Systems. The Northern and the Southeastern Systems are fully integrated, consisting
of mines, railroads, maritime terminals and a port. The Southern System consists of three mining complexes and two maritime terminals.
We also have iron ore pellet operations in several locations, some of which are conducted through joint ventures. We operate 11 pellet
plants in Brazil and two in Oman. The operations of three of our pellet plants in Brazil have been suspended since the fourth quarter of
2012 in response to market conditions, and their capacity was partially replaced by Tubarão VIII, a more efficient plant. We are
currently considering the reopening of one or two pelletizing plants as a response to current and forecasted market conditions. We have a
50% stake in Samarco Mineração S.A. ("Samarco"), which operates an integrated system in the Brazilian states of Minas Gerais and
Espírito Santo. Samarco's operations have been suspended following the failure of one of its tailings dams in November 2015. We also
have 25% stakes in two pellet companies in China.
·
Manganese and ferroalloys. We conduct our manganese mining operations through Vale S.A. and subsidiaries in Brazil, and we
produce manganese ore and several types of manganese ferroalloys through a wholly owned subsidiary in Brazil.
S-2
Table of Contents
Base metals:
·
Nickel. Our principal nickel mines and processing operations are conducted by our wholly owned subsidiary Vale Canada Limited
("Vale Canada"), which has operations in Canada and Indonesia. We also have nickel operations in Onça Puma, in the Brazilian state of
Pará. We also own and operate, or have interests in, nickel refining facilities in the United Kingdom, Japan, Taiwan, China and South
Korea. We are currently ramping up nickel operations in New Caledonia.
·
Copper. In Brazil, we produce copper concentrates at Sossego and Salobo, in Carajás, in the Brazilian state of Pará. We are concluding
the ramp-up of Salobo operations. In Canada, we produce copper concentrates, copper anodes and copper cathodes in conjunction with
our nickel mining operations at Sudbury and Voisey's Bay. In Zambia, our joint venture produces copper concentrates at Lubambe,
located in the Zambian Copperbelt.
·
Cobalt, PGMs and other precious metals. We produce cobalt as a by-product of our nickel mining and processing operations in Canada
and refine the majority of it at our Port Colborne facilities, in the Province of Ontario, Canada. We also produce cobalt as a by-product
of our nickel operations in New Caledonia, which we are currently ramping up. We produce PGMs as by-products of our nickel mining
and processing operations in Canada. The PGMs are concentrated at our Port Colborne facilities and refined at our precious metals
refinery in Acton, England. We produce gold and silver as by-products of our nickel mining and processing operations in Canada, and
gold as a by-product of our copper mining in Brazil.
Coal: We conduct our coal operations primarily in Mozambique, through Vale Moçambique, S.A., where we are ramping up our metallurgical
and thermal coal operations. We also have minority interests in a Chinese coal and coke producer. In November 2016, we sold our coal operation in
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Carborough Downs in Australia.
Fertilizer nutrients: We conduct our potash operations in Rosario do Catete, in the Brazilian state of Sergipe. We conduct our main phosphate
operations through our subsidiary Vale Fertilizantes S.A. ("Vale Fertilizantes"), which holds most of our fertilizer assets in Brazil. Vale Fertilizantes is
the largest Brazilian producer of phosphate rock and phosphate fertilizers and the second-largest Brazilian producer of nitrogen fertilizers. We also have
a phosphate rock mine operation in Peru. In December 2016, we entered into an agreement with The Mosaic Company for the sale of our fertilizer
business, which includes (i) our phosphate assets in Brazil, except for the nitrogen business located in Cubatão; (ii) our stake in the joint venture that
operates the phosphate rock mine in Bayóvar, Peru; (iii) our potash assets located in Brazil; and (iv) our potash project based in Canada (Kronau).
Logistics: We are a leading operator of logistics services in Brazil and other regions of the world, with railroads, maritime terminals, distribution
centers and ports. Two of our four iron ore systems include an integrated railroad network linked to port and terminal facilities. We also have an interest
in MRS Logística S.A., which transports our iron ore products from the Southern System mines to our maritime terminals, and VLI S.A., which
provides integrated logistics solutions to general cargo through railroads, inland and maritime terminals in Brazil. We are ramping up the logistics
infrastructure to support our operations in Southeastern Africa. We own and charter dry bulk vessels to transport the products that we sell on a cost and
freight basis to customers.
Recent Developments
See our report on Form 6-K furnished to the SEC on the date hereof, incorporated by reference in this prospectus supplement, and the other reports
on Form 6-K listed under "Incorporation of Certain Documents by Reference," for a discussion of our results of operations for the nine-month period
ended September 30, 2016 and recent material developments.
S-3
Table of Contents

The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information that is
important to you. For a more complete understanding of the notes, please refer to the section entitled "Description of the Notes" in this prospectus
supplement and the section entitled "Description of the Debt Securities" and "Description of the Guarantees" in the accompanying prospectus. In this
description of the offering, references to Vale mean Vale S.A. only and do not include any of Vale's subsidiaries or associated companies.
Issuer

Vale Overseas Limited
Guarantor

Vale S.A.
Notes offered

US$1,000,000,000 aggregate principal amount of Vale Overseas' 6.250%
Guaranteed Notes due 2026 (the "notes"). The notes issued hereby will be
fungible with the US$1,000,000,000 6.250% Guaranteed Notes due 2026
issued on August 10, 2016 (the "original notes"), and will be consolidated
with and form a single series under the indenture governing the original
notes. The aggregate principal amount of the notes offered hereby and the
original notes will be US$2,000,000,000.
Guaranty

Vale will irrevocably and unconditionally guarantee the full and punctual
payment of principal, interest, additional amounts and all other amounts that
may become due and payable in respect of the notes.
Issue price

107.793% of the principal amount plus accrued interest from February 10,
2017, if settlement occurs after that date.
Maturity date

August 10, 2026.
Interest rate

The notes will bear interest at the rate of 6.250% per annum, based upon a
360-day year consisting of twelve 30-day months.
Interest payment dates

Interest on the notes will be payable semi-annually on February 10 and
August 10 of each year, beginning August 10, 2017. Interest on the notes will
accrue from February 10, 2017.
Ranking of notes

The notes are general obligations of Vale Overseas and are not secured by
any collateral. Your right to payment under these notes will be:
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· junior to the rights of secured creditors of Vale Overseas to the extent of
their interest in Vale Overseas' assets; and

· equal with the rights of creditors under all of Vale Overseas' other
unsecured and unsubordinated debt.
Ranking of guaranty

The guaranty of the notes will be a general obligation of Vale and is not
secured by any collateral. Your right to payment under the guaranty will be:

· junior to the rights of secured creditors of Vale to the extent of their
interest in Vale's assets;

· equal with the rights of creditors under all of Vale's other unsecured and
unsubordinated debt; and

· effectively subordinated to the rights of any creditor of a subsidiary of Vale
over the assets of that subsidiary.
S-4
Table of Contents
Covenants

The amended and restated indenture governing the notes contains restrictive
covenants that, among other things and subject to certain exceptions, limit
Vale Overseas' ability to merge or transfer substantially all of its assets and
Vale's ability to merge or transfer substantially all of its mining properties or
assets and to incur liens. For a more complete description of Vale and Vale
Overseas' covenants, see "Description of the Notes--Covenants" in this
prospectus supplement and "Description of the Debt Securities--Certain
Covenants" in the accompanying prospectus.
Further issuances

Vale Overseas reserves the right, from time to time, without the consent of
the holders of the notes, to issue additional notes on terms and conditions
identical to those of the notes, which additional notes shall increase the
aggregate principal amount of, and shall be consolidated and form a single
series with, the series of notes offered hereby; Vale Overseas may also issue
other securities under the amended and restated indenture which have
different terms and conditions from the notes. Likewise, Vale has the right,
without the consent of the holders, to guarantee any such additional securities,
to guarantee debt of its other subsidiaries and to issue its own debt.
Assumption by Vale of Vale Overseas'
Vale may assume, without the consent of the holders of the notes, the
obligations under the notes
obligations of Vale Overseas, for the due and punctual payment of the
principal of (and premium, if any), interest on and any other payments with
respect to the notes and for the performance of every applicable covenant of
the relevant supplemental indenture pertaining to the notes on the part of Vale
Overseas to be performed or observed, as described under "Description of the
Notes--Assumption by the Guarantor of the Issuer's Obligations under the
Notes." In the event Vale assumes the obligations of Vale Overseas, a U.S.
Holder of the notes may recognize taxable gain. See "Certain Tax
Considerations--United States Tax Considerations--Assumption by Vale of
Vale Overseas' Obligations Under the Notes."
Payment of additional amounts

Vale and Vale Overseas, as applicable, will pay additional amounts in respect
of any payments under the notes so that the amount you receive after
withholding tax of Brazil, the Cayman Islands or a successor jurisdiction, as
applicable, will equal the amount that you would have received if no
withholding tax had been applicable, subject to some exceptions as described
under "Description of the Debt Securities--Payment of Additional Amounts"
in the accompanying prospectus.
Optional redemption

Vale Overseas may redeem the notes, in whole at any time or in part from
time to time, at a redemption price equal to the greater of 100% of the
principal amount of the notes to be redeemed and a "make-whole" amount
described under "Description of the Notes--Optional Redemption" in this
prospectus supplement plus accrued and unpaid interest on such notes to the
date of redemption.
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S-5
Table of Contents
Tax redemption

If, due to changes in the laws of Brazil, the Cayman Islands or a successor
jurisdiction, as applicable, relating to withholding taxes applicable to
payments of interest, Vale Overseas or Vale is obligated to pay additional
amounts on the notes in respect of Brazilian or Cayman Islands withholding
taxes at a rate in excess of 15%, Vale or Vale Overseas, as applicable, may
redeem the notes in whole, but not in part, at any time, at a price equal to
100% of their principal amount plus accrued interest to the redemption date.
Use of proceeds

The net proceeds from this offering are expected to be approximately
US$1,072,667,428, after deducting the underwriting discount and estimated
expenses payable by us. We intend to apply the net proceeds toward the
redemption price of Vale's 750,000,000 4.375% notes due 2018, issued on
March 17, 2010, and otherwise for general corporate purposes. See "Use of
Proceeds."
Listing

Application will be made to list the notes on the New York Stock Exchange.
The original notes are listed on the New York Stock Exchange.
Form and denomination

The notes will be issued only in registered form in minimum denominations
of US$2,000 and integral multiples of US$1,000 in excess thereof.
Risk factors

See "Risk Factors" and the other information included and incorporated by
reference in this prospectus supplement and the accompanying prospectus for
a discussion of the factors you should carefully consider before investing in
the notes.
Governing law

State of New York
Trustee

The Bank of New York Mellon
Registrar, transfer and paying agent

The Bank of New York Mellon
Common Code

The notes issued hereby will have the same Common Code as the original
notes, which is 147182449.
CUSIP

The notes issued hereby will have the same CUSIP as the original notes,
which is 91911TAP8.
ISIN

The notes issued hereby will have the same ISIN as the original notes, which
is US91911TAP84.
S-6
Table of Contents
RISK FACTORS
The following are certain risk factors relating to the notes and risks relating to our business. The risks relating to our business are more fully set
forth in our annual report on Form 20-F for the year ended December 31, 2015, which is incorporated by reference in this prospectus supplement. You
should carefully consider those risks and the risks described below, as well as the other information included or incorporated by reference in this
prospectus supplement or the accompanying prospectus, before making a decision to invest in the notes. For the purposes of this section on Risk
Factors, references to Vale mean Vale S.A. only and do not include any of Vale's subsidiaries or associated companies.
Risks Relating to the Notes
Vale's subsidiaries, associated companies and joint ventures are not obligated under the notes or the guaranty, and these companies' obligations to
their own creditors will effectively rank ahead of Vale's obligations under the guaranty.
Vale Overseas is the obligor under the notes and only its parent company, Vale, is obligated under the guaranty of the notes.
Vale Overseas has no operations or assets, other than holding unsecured obligations from other Vale subsidiaries to repay loans. These other
subsidiaries are not liable under the notes or the guaranty, and they may not have the ability to repay their loans from Vale Overseas.
Vale conducts a significant amount of business through subsidiaries, associated companies and joint ventures, none of which are obligated under the
notes or the guaranty. For the nine months ended September 30, 2016, the subsidiaries were responsible for 52.93% of Vale's consolidated revenues
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from operations and US$455 of net cash flows from operating activities. The claims of any creditor of a subsidiary, associated company or joint venture
of Vale would rank ahead of Vale's ability to receive dividends and other cash flows from these companies. As a result, claims of these creditors would
rank ahead of Vale's ability to access cash from these companies in order to satisfy its obligations under the guaranty. In addition, these subsidiaries,
associated companies and joint ventures may be restricted by their own loan agreements, governing instruments and other contracts from distributing
cash to Vale to enable Vale to perform its obligations under its guaranty. As of September 30, 2016, 11.89% of Vale's consolidated debt was owed by
consolidated subsidiaries of Vale, other than Vale Overseas.
The amended and restated indenture governing the notes contains restrictions on the conduct of business by Vale Overseas and Vale, including
limits on Vale's ability to grant liens over its assets for the benefit of other creditors and Vale and Vale Overseas' ability to merge or transfer assets.
These restrictions do not apply to Vale's other subsidiaries, associated companies and joint ventures, and these companies are not limited by the amended
and restated indenture in their ability to pledge their assets to other creditors.
Changes in our credit ratings may adversely affect the value of the notes.
The notes are expected to be rated by credit rating agencies. Such ratings are limited in scope, and do not address all material risks relating to an
investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such
rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or
that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so
warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a
downgrade, could affect the market value of the notes and increase our corporate borrowing costs.
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There may not be a liquid trading market for the notes.
The notes are an issuance of new securities with no established trading market. There can be no assurance that a liquid trading market for the notes
will develop or, if one develops, that it will be maintained. If an active market for the notes does not develop, the price of the notes and the ability of a
holder of notes to find a ready buyer will be adversely affected.We may not be able to make payments in U.S. dollars.
We may not be able to make payments in U.S. dollars.
In the past, the Brazilian economy has experienced balance of payment deficits and shortages in foreign exchange reserves, and the government has
responded by restricting the ability of Brazilian or foreign persons or entities to convert reais into foreign currencies generally, and U.S. dollars in
particular. The government may institute a restrictive exchange control policy in the future. Any restrictive exchange control policy could prevent or
restrict our access to U.S. dollars, and consequently our ability to meet our U.S. dollar obligations and could also have a material adverse effect on our
business, financial condition and results of operations. We cannot predict the impact of any such measures on the Brazilian economy.
We may incur additional obligations ranking equal to the notes and the guarantee.
The indenture will permit us and our subsidiaries to incur additional obligations, including debt, guarantees and other obligations that rank on an
equal and ratable basis with our guarantee of the notes. If we incur additional obligations that rank on an equal and ratable basis with our guarantee of
the notes, the beneficiaries of those obligations would be entitled to share ratably with the holders of the notes in any proceeds that may be distributed
upon our insolvency, liquidation, reorganization, dissolution or other winding up. This would likely reduce the amount of any liquidation proceeds that
would be available to be paid to you.
The guarantor's obligations under the guarantee are also subordinated to certain statutory preferences.
Under Brazilian law, the guarantor's obligations under its guarantee are also subordinated to certain statutory preferences. In the event of the
liquidation, bankruptcy or judicial reorganization of a guarantor, such statutory preferences, including post-petition claims, claims for salaries, wages,
social security, taxes and court fees and expenses and claims secured by collateral, among others, will have preference over any other claims, including
claims by any investor in respect of the guarantee. In such a scenario, enforcement of the guarantee may be unsuccessful, and noteholders may be unable
to collect amounts that they are due under the notes.
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Brazilian bankruptcy laws may be less favorable to investors than bankruptcy and insolvency laws in other jurisdictions.
If we are unable to pay our indebtedness, including our obligations under the guarantee, we may become subject to bankruptcy proceedings in
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Brazil. The bankruptcy laws of Brazil currently in effect are significantly different from, and may be less favorable to creditors than, those of certain
other jurisdictions. Noteholders may have limited voting rights at creditors' meetings in the context of a court reorganization proceeding. In addition,
any judgment obtained against us in Brazilian courts in respect of any payment obligations under the guarantee normally would be expressed in the real
equivalent of the U.S. dollar amount of such sum at the exchange rate in effect on the date (1) of actual payment or (2) on which such judgment is
rendered. In the event of our bankruptcy, all of our debt obligations, including the guarantee of the notes, which are denominated in foreign currency,
will be converted into reais at the prevailing exchange rate on the date of declaration of our bankruptcy by the court. We cannot assure investors that
such rate of exchange will afford full compensation of the amount invested in the notes plus accrued interest.
Noteholders may not be able to collect payments or attach assets as expeditiously as creditors of Vale holding certain negotiable instruments or
other instruments that are considered "títulos executivos extrajudiciais" under Brazilian law.
Creditors of Vale may hold negotiable instruments or other instruments that are considered "títulos executivos extrajudiciais" under Brazilian law
and that grant rights to special and expedited judicial proceedings for collection of payment, which may include rights to attach the assets of Vale at the
inception of judicial proceedings in Brazil. If such other creditors obtain judicial attachment of assets, their claims would be senior to the rights of
holders of the notes.
Developments in other countries may affect prices for the notes.
The market for securities issued by Brazilian companies is influenced by economic and market conditions in Brazil, and, to varying degrees,
market conditions in other countries, including Latin American and developing countries. Although economic conditions are different in each country,
the reaction of investors to developments in one country may cause the capital markets in other countries to fluctuate. Developments or conditions in
other countries, including developing countries, have at times significantly affected the availability of credit in the Brazilian economy and resulted in
considerable outflows of funds and declines in the amount of foreign currency invested in Brazil, as well as limited access to international capital
markets, all of which may materially adversely affect our ability to borrow funds at an acceptable interest rate or to raise equity capital when and if there
should be a need for us to do so.
The volatility in market prices for Brazilian securities has increased from time to time, and investors' perception of increased risk due to crises in
other countries, including developing countries, may also lead to a reduction in the market price of the notes.
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USE OF PROCEEDS
The net proceeds from this offering are expected to be approximately US$1,072,667,428, after deducting the underwriting discount and estimated
expenses payable by us. We intend to apply the net proceeds toward the redemption price of Vale's 750,000,000 4.375% notes due 2018 issued on
March 17, 2010, and otherwise for general corporate purposes. We plan to issue a notice of redemption following the closing of this offering and to
redeem all the outstanding notes due 2018 thereafter.
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CAPITALIZATION OF VALE
The table below sets forth Vale's consolidated capitalization as of September 30, 2016 on an actual basis and as adjusted to give effect to the
issuance of the notes offered hereby, without giving effect to the application of the proceeds of this offering.
You should read this table together with our consolidated financial statements and the notes thereto incorporated by reference in this prospectus
supplement and the accompanying prospectus.

As of September 30, 2016

Actual

As adjusted

US$ million

Debt included in current liabilities:

Current portion of long-term debt

2,181
2,181
Short-term debt

--
--
?
?
?
?
?
?
?
?
Total debt included in current liabilities
US$
2,181 US$
2,181
?
?
?
?
?
?
?
?
Debt included in long-term liabilities:

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