Obligation Vale 4.375% ( US91911TAM53 ) en USD

Vale

102.5 % ⇌

Bresil

US91911TAM53 ( en USD )

4.375% par an ( paiement semestriel )

10/01/2022 - Obligation échue

Prospectus brochure de l'obligation Vale US91911TAM53 en USD 4.375%, échue

2 000 USD

1 069 049 000 USD

91911TAM5

N/A

L'Obligation émise par Vale ( Bresil ) , en USD, avec le code ISIN US91911TAM53, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/01/2022

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424B2 1 a2206465z424b2.htm 424B2
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TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Aggregate offering
Amount of
Class of securities offered

price

registration fee

Debt
securities

US$1,000,000,000

US$114,600(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.
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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-162822 and 333-162822-01
PROSPECTUS SUPPLEMENT
(To prospectus dated November 3, 2009)
US$1,000,000,000 4.375% GUARANTEED NOTES DUE 2022
UNCONDITIONALLY GUARANTEED BY
VALE S.A.
Vale Overseas Limited is offering US$1,000,000,000 aggregate principal amount of its 4.375% Guaranteed Notes due 2022 (the
"notes"). Vale Overseas will pay interest on the notes semi-annually on January 11 and July 11 of each year, beginning July 11, 2012.
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 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's unsecured senior
indebtedness. Vale S.A. may assume the obligations of Vale Overseas under the notes under certain circumstances 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 S.A. 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 on the New York Stock Exchange.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on
page S-9 of this prospectus supplement.

Per 2022 note

Total

Public offering price(1)

98.804%

US$988,040,000
Underwriting discount

0.35%

US$ 3,500,000
Proceeds, before expenses, to
Vale
Overseas(1)

98.454%

US$984,540,000

(1) Plus, accrued interest from January 11, 2012, if settlement occurs
after that date.

Neither the Securities and Exchange Commission ("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).
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The notes will be ready for delivery in book-entry form through The Depository Trust Company and its participants, including
Euroclear and Clearstream, Luxembourg, on or about January 11, 2012.
Joint Lead Managers and Joint Bookrunners
Citigroup
HSBC J.P. Morgan
BB Securities Ltd.
Bradesco BBI
The date of this prospectus supplement is January 4, 2012.
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TABLE OF CONTENTS

Prospectus Supplement

Enforcement of Civil Liabilities
S-1

Prospectus Supplement Summary
S-3

Recent Developments
S-9

Risk Factors
S-9

Use of Proceeds
S-11

Capitalization of Vale
S-11

Description of the Notes
S-12

Certain Tax Considerations
S-20

Underwriting
S-24

Experts
S-33

Validity of the Notes
S-33

Incorporation of Certain Documents by Reference
S-34

Prospectus

About this Prospectus
1
Forward Looking Statements

2
Vale S.A.

3
Vale Overseas Limited

3
Use of Proceeds

3
Legal Ownership of Debt Securities

4
Description of the Debt Securities

6
Description of the Guarantees
19
Experts
19
Validity of the Securities
19
Where You Can Find More Information
19
Incorporation of Certain Documents by Reference

20
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference is accurate only as of each of their respective dates. Our business, financial condition, results of operations and prospects
may have changed since those dates.
i
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ENFORCEMENT OF CIVIL LIABILITIES
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 notes 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 proper 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 has been authenticated by a Brazilian consulate in the State of New York;
·
the judgment has been translated into Portuguese by a certified sworn translator; 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
Article 836 of the Brazilian Code of Civil Procedure.
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 notes.
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Cayman Islands
Vale Overseas has been advised by its Cayman Islands counsel, Walkers, that although there is no statutory enforcement in the
Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will, based on the principle that a
judgment by a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been
given, recognize and enforce a foreign judgment of a court having jurisdiction over a defendant according to Cayman Islands conflict
of law rules. To be so enforced the foreign judgment must be final and conclusive and for a liquidated sum not in respect of taxes or a
fine or penalty or similar fiscal or revenue obligations or of a kind inconsistent with a Cayman Islands judgment in respect of the
same matters or obtained in a manner, and is not of a kind the enforcement of which is contrary to natural justice, statute or the public
policy of the Cayman Islands. There is doubt, however, as to whether the courts of the Cayman Islands will:
·
recognize or enforce judgments of U.S. courts based on the civil liability provisions of the securities laws of the
United States or any state thereof; or
·
in original actions brought in the Cayman Islands, impose liabilities upon the civil liability provisions of the securities
laws of the United States or any state thereof, in each case, on the grounds that such provisions are penal in nature.
A Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.
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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 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., its consolidated
subsidiaries, its joint ventures and other affiliated companies, taken as a whole, and references to "Vale Overseas" mean Vale
Overseas Limited, a wholly-owned finance subsidiary of Vale.
Vale Overseas Limited
Vale Overseas is a finance company wholly-owned by Vale. Vale Overseas's 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 the second-largest metals and mining company in the world and the largest in the Americas, based on market
capitalization. We are the world's largest producer of iron ore and iron ore pellets and the world's second-largest producer of nickel.
We are one of the world's largest producers of manganese ore and ferroalloys. We also produce copper, thermal and metallurgical
coal, phosphates, potash, cobalt, and platinum group metals ("PGMs"). To support our growth strategy, we are actively engaged in
mineral exploration efforts in 27 countries around the globe. We operate large logistics systems in Brazil, including railroads,
maritime terminals and a port, which are integrated with our mining operations. In addition, we have a maritime freight portfolio to
transport iron ore. Directly and through affiliates and joint ventures, we have investments in energy and steel businesses.
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The following table presents the breakdown of our total gross operating revenues attributable to each of our main lines of
business.
Nine months ended

Year ended December 31,

September 30,

2008

2009

2010

2010

2011

US$ million

US$ million (unaudited)

Bulk materials:

Iron ore
US$
17,775 US$
12,831 US$
26,384 US$
17,907 US$
26,525
Iron ore pellets
4,301
1,352
6,402
4,475
6,158
Manganese

266
145
258
214
140
Ferroalloys

1,211
372
664
478
446
Coal

577
505
770
529
695

Subtotal--bulk
materials
US$
24,130 US$
15,205 US$
34,478 US$
23,603 US$
33,964

Base metals:

Nickel

US$5,970
US$3,260
US$3,835
US$2,398
US$4,455
Copper

2,029
1,130
1,608
855
1,770
PGMs

401
132
101
25
406
Other precious
metals

111
65
72
26
187
Cobalt

212
42
30
14
65
Aluminum

3,042
2,050
2,554
1,863
383

Subtotal--base
metals
US$
11,765 US$
6,679 US$
8,200 US$
5,181 US$
7,266

Fertilizer
nutrients

295
413
1,846
1,077
2,691
Logistics services
1,607
1,104
1,465
1,131
1,306
Other products
and services(1)
712
538
492
282
407

Total gross
operating
revenues
US$
38,509 US$
23,939 US$
46,481 US$
31,274 US$
45,634

(1)
Includes kaolin, pig iron and energy.
·
Bulk materials:
·
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, a maritime terminal and a port. The
Southern System consists of three mining sites and two maritime terminals. We operate 10 pellet plants in
Brazil and we have two in Oman coming on stream. We also have a 50% stake in a joint venture that owns
three integrated pellet plants in Brazil and a 25% stake in two pellet companies in China.
·
Manganese and ferroalloys. We conduct our manganese mining operations through subsidiaries in Brazil, and
we produce several types of manganese ferroalloys through subsidiaries in Brazil, France and Norway.
·
Coal. We produce metallurgical and thermal coal through Vale Australia Holdings, which operates coal assets
in Australia through wholly-owned subsidiaries and unincorporated joint ventures. Through our subsidiary
Vale Coal Colombia Ltd. Sucursal Colombia we produce thermal coal in the Cesar department of Colombia. In
Mozambique, we are ramping up the Moatize coal operation, containing both metallurgical and thermal coal.
We also have minority interests in Chinese coal and coke producers.
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·
Base metals:
·
Nickel. Our principal nickel mines and processing operations are conducted by our wholly-owned subsidiary
Vale Canada Limited (formerly Vale Inco Limited), which has mining operations in Canada and Indonesia. We
are ramping up our Onça Puma nickel operations in Brazil and are in the final phase of commissioning our
nickel operations in New Caledonia. We own and operate, or have interests in, nickel refining facilities in the
United Kingdom, Japan, Taiwan, South Korea and China.
·
Copper. In Brazil, we produce copper concentrates at Sossego in Carajás, in the state of Pará. In Canada, we
produce copper concentrates, copper anodes and copper cathodes in conjunction with our nickel mining
operations at Sudbury and Voisey Bay. In Chile, we are ramping up the Tres Valles copper SX-EW (solvent
extraction electro winning) operation, located in the Coquimbo region.
·
Aluminum. Until February 2011, we engaged in bauxite mining, alumina refining and aluminum smelting
through subsidiaries in Brazil. After several related transactions that closed in February 2011, we hold a
22.0% interest in Norsk Hydro ASA ("Hydro") which we received as part of the consideration for the transfer
to Hydro of our interests in Alumínio Brasileiro S.A., Alumina do Norte do Brasil S.A. and Companhia de
Alumina do Pará. We are still engaged in bauxite mining through a 40.0% interest in Mineração Rio do
Norte S.A. ("MRN"), and a remaining 40.0% interest in Mineração Paragominas S.A. ("Paragominas"), which
we will subsequently transfer to Hydro in two equal tranches in 2013 and 2015. Both of MRN and
Paragominas are located in Brazil.
·
Cobalt. 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.
·
PGMs. We produce platinum-group metals as by-products of our nickel mining and processing operations in
Canada. The PGMs are concentrated at our Port Colborne facilities, in the Province of Ontario, Canada, and
refined at our precious metals refinery in Acton, England.
·
Other precious metals. We produce gold and silver as by-products of our nickel mining and processing
operations in Canada. Some of these precious metals are upgraded at our facilities in Port Colborne, Ontario,
and all are refined by unrelated parties in Canada.
·
Fertilizer nutrients: We produce potash in Brazil, with operations in Rosario do Catete, in the state of Sergipe. Our
main phosphate operations are conducted by our subsidiary Vale Fertilizantes S.A. ("Vale Fertilizantes"), which holds
the majority of our fertilizer assets in Brazil and is the largest Brazilian producer of phosphate rock, phosphate and
nitrogen fertilizers. In addition, we are ramping up operations at Bayóvar, a phosphate rock mine in Peru.
·
Logistics services: We are a leading provider of logistics services in Brazil, with railroads, maritime terminals and
a port. Two of our four iron ore systems incorporate an integrated railroad network linked to automated port and
terminal facilities, which provide rail transportation for our mining products, general cargo and passengers, bulk
terminal storage, and ship loading services for our mining operations and for customers. We conduct seaborne dry bulk
shipping and provide tug boat services. We own and charter vessels to transport our iron ore, which we sell on a cost
and freight basis to customers. Our tug boat services provide an efficient and safe towing service at our terminals in
Brazil. We also own a 31.3% interest in Log-In Logística Intermodal S.A., which provides intermodal logistics
services in Brazil, Argentina and Uruguay, and a 41.5% interest in MRS Logística S.A., which transports our iron ore
products from the Southern System mines to our Guaíba Island and Itaguaí maritime terminals, in the state of Rio de
Janeiro.
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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 sections 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 Vale Overseas or any of Vale's other subsidiaries or affiliated companies.
Issuer
Vale Overseas Limited

Guarantor
Vale S.A.

Notes offered
US$1,000,000,000 aggregate principal amount of Vale Overseas's 4.375% Guaranteed
Notes due 2022 (the "notes").

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
98.804% of the principal amount

Maturity
January 11, 2022

Interest rate
The notes will bear interest at the rate of 4.375% per annum from January 11, 2012 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 January 11 and July 11 of each
year, beginning July 11, 2012.

Ranking
The notes are general obligations of Vale Overseas and are not secured by any collateral.
Notes
Your right to payment under these notes will be:

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

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

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.
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