Obligation Valea 4.375% ( XS0497362748 ) en EUR

Société émettrice Valea
Prix sur le marché 100 %  ▼ 
Pays  Bresil
Code ISIN  XS0497362748 ( en EUR )
Coupon 4.375% par an ( paiement annuel )
Echéance 24/03/2018 - Obligation échue



Prospectus brochure de l'obligation Vale XS0497362748 en EUR 4.375%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 750 000 000 EUR
Description détaillée Vale est une société minière brésilienne produisant du nickel, du fer et du cobalt.

L'Obligation émise par Valea ( Bresil ) , en EUR, avec le code ISIN XS0497362748, paye un coupon de 4.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/03/2018







PROSPECTUS SUPPLEMENT
(To prospectus dated November 3, 2009)

Vale S.A.
750,000,000 4.375% Notes due 2018
Vale S.A. ("Vale") is offering 750,000,000 aggregate principal amount of its 4.375% Notes due 2018. Vale will pay
interest on the notes annually on March 24 of each year, beginning March 24, 2011. Vale will pay additional amounts
related to the deduction of certain withholding taxes in respect of certain payments on the notes.
Vale 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 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 and will rank equally with Vale's unsecured senior indebtedness.
The notes will be issued only in registered form in minimum denominations of 50,000 and integral multiples of 1,000 in
excess thereof.
We have applied to list the notes on the official list of the Luxembourg Stock Exchange and have them admitted to
trading on the regulated market within the meaning of Directive 2004/39/EC (the "Regulated Market") of the Luxembourg
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.
This prospectus supplement and our prospectus dated November 3, 2009, which sets forth in general terms the
conditions of the notes, together constitute a prospectus for purposes of Article 5.3 of Directive 2003/71/EC.


Per note
Total
Public offering price(1) .....................................................................
99.564% 746,730,000
Underwriting discount.....................................................................
0.36% 2,700,000
Proceeds, before expenses, to Vale .................................................
99.204% 744,030,000
___________________
(1)
Plus accrued interest from March 24, 2010, if settlement occurs after that date.
Neither the Securities and Exchange Commission 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.
The underwriters expect to deliver the notes in registered global form only and deposit them with a common
depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme
on or about March 24, 2010.



BNP PARIBAS
Crédit Agricole CIB
HSBC
Santander Global Banking & Markets

The date of this prospectus supplement is March 24, 2010.






TABLE OF CONTENTS
Prospectus Supplement
Responsibility Statement .............................................................................................................................................. ii
Investor Information ..................................................................................................................................................... ii
Enforcement of Civil Liabilities ................................................................................................................................ S-1
Overview ................................................................................................................................................................... S-2
Recent Developments ................................................................................................................................................ S-7
Risk Factors ............................................................................................................................................................... S-7
Use of Proceeds ......................................................................................................................................................... S-9
Capitalization............................................................................................................................................................. S-9
Description of the Notes .......................................................................................................................................... S-10
Certain Tax Considerations ..................................................................................................................................... S-17
Underwriting............................................................................................................................................................ S-22
Validity of the Notes................................................................................................................................................ S-28
Experts..................................................................................................................................................................... S-28
Incorporation of Certain Documents by Reference ................................................................................................. S-28
General Information ................................................................................................................................................ S-30


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

i




RESPONSIBILITY STATEMENT
We accept responsibility for the information contained in this prospectus. To the best of our knowledge
and belief (having taken all reasonable care to ensure that such is the case), the information regarding Vale and the
notes contained (or incorporated by reference) in this prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
INVESTOR INFORMATION
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.
This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this document or any of its contents.

ii




ENFORCEMENT OF CIVIL LIABILITIES
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.

S-1




OVERVIEW
This overview 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. The name Vale S.A. was adopted in May 2009. Accordingly, certain documents
incorporated by reference (such as Vale's 2008 annual report on Form 20-F) refer to Vale by its former name,
Companhia Vale do Rio Doce.
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, ferroalloys,
bauxite and kaolin. We also produce alumina, aluminum, copper, coal, potash, cobalt, platinum group metals
("PGMs") and other products. To support our growth strategy, we are actively engaged in mineral exploration
efforts in 21 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 are building a maritime
freight portfolio to transport iron ore. Directly and through affiliates and joint ventures, we have investments in the
energy and steel businesses. Vale conducts a substantial portion of its operations directly, particularly iron ore
mining activities, and the balance is conducted through subsidiaries. The address of Vale's principal executive
offices is Avenida Graça Aranha, No. 26, 20030-900, Rio de Janeiro, RJ, Brazil. Vale's taxpayer registration
number ("CNPJ") in Brazil is 33.592.510/0001-54, and Vale's commercial registration number ("NIRE") in Brazil
is 33.300.019.766.
The following table presents the breakdown of our total operating revenues attributable to each of our main
lines of business, each of which is described following the table.

Year ended December 31,

2007
2008
2009
US$
US$
US$
million
% of total
million
% of total
million
% of total
Ferrous
minerals:

Iron ore ........................................................................... US$11,908 36.0%
US$17,775 46.2%
US$12,831 53.6%
Iron ore pellets ...............................................................
2,738 8.3 4,301
11.2 1,352 5.6
Manganese .....................................................................
69 0.2
266 0.7
145 0.6
Ferroalloys .....................................................................
719 2.2 1,211 3.1
372 1.6
Pig iron ...........................................................................
81
0.2
146
0.4
45
0.2
Subtotal ­ ferrous minerals .......................................
15,515 46.9 23,699 61.6 14,745 61.6
Non-ferrous minerals and metals:






Nickel(1) ........................................................................
10,043 30.3 5,970 15.5
3,260 13.6
Aluminum ......................................................................
2,722 8.2 3,042 7.9 2,050 8.6
Copper ............................................................................
1,985 6.0
2,029 5.3 1,130 4.7
PGMs(1).........................................................................
314 1.0
401 1.0
132 0.6
Potash ..............................................................................
178 0.6
295 0.8
413 1.7
Other precious metals(1)................................................
113 0.3
111 0.3
65 0.3
Other non-ferrous minerals(2) .......................................
374
1.1
420
1.1
215
0.9
Subtotal ­ non-ferrous minerals/metals ....................
15,729 47.5 12,268 31.9
7,265 30.4
Coal .....................................................................................
178 0.5
577 1.5
505 2.1
Logistics services ................................................................
1,525 4.6 1,607 4.2 1,104 4.6
Other investments ...............................................................
168
0.5
358
0.8
320
1.3
Total operating revenues.....................................................
33,115
100.0
38,509
100.0
23,939
100.0

(1)
Revenues included in the nickel product segment in our consolidated financial statements.
(2)
Includes kaolin and cobalt.

S-2




· Ferrous minerals:
Iron ore and iron ore pellets. We operate three systems in Brazil for producing and distributing
iron ore. 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
complexes and two maritime terminals. We operate 10 pellet-producing facilities in Brazil, one
of which is a joint venture. We also have a 50% stake in a joint venture that owns three
pelletizing plants in Brazil and a 25% stake in a pellet company 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.
· Non-ferrous minerals:
Nickel. Our principal nickel mines and processing operations are conducted by our wholly-owned
subsidiary Vale Inco Limited, which has mining operations in Canada and Indonesia. We own
and operate, or have interests in, nickel refining facilities in the United Kingdom, Japan, Taiwan,
South Korea and China.
Aluminum. We are engaged in bauxite mining, alumina refining, and aluminum metal smelting.
In Brazil, we own a bauxite mine, an alumina refinery and an aluminum smelter. We have a 40%
interest in Mineração Rio do Norte S.A., a bauxite producer, operations of which are also located
in Brazil.
Copper. We have copper mining operations in Brazil and Canada. In Brazil, we produce copper
concentrates at Sossego in Carajás, in the state of Pará. In Canada, we produce copper
concentrate, copper anode and copper cathode in conjunction with our nickel mining operations
at Sudbury, Thompson and Voisey Bay.
Potash. We are Brazil's sole producer of potash, with operations in Rosario do Catete, in the state
of Sergipe.
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.
Other non-ferrous minerals. We are the world's fourth-largest producer of kaolin for the paper
industry. We produce cobalt as a by-product of our nickel mining and processing operations in
Canada and refine it at our Port Colborne facilities.
· 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 Colombia, we produce thermal coal in the Cesar department of
Colombia. We also have minority interests in Chinese coal and coke producers.
· Logistics services. We are a leading provider of logistics services in Brazil, with railroads, maritime
terminals and a port. Two of our three 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 also have a 31.3% interest in Log-In Logística Intermodal
S-3




S.A., which provides container-based logistics services in Brazil, 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.
S-4




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" 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 affiliated companies.

Issuer ............................................ Vale
S.A.
Notes offered ................................ 750,000,000 aggregate principal amount of 4.375% Notes due 2018
Issue price..................................... 99.564% of the principal amount
Maturity ........................................ March 24, 2018
Yield to maturity........................... 4.441%
Interest rate ................................... The notes will bear interest at the rate of 4.375% per annum from March 24,
2010 based upon a 365-day year or a 366-day year, as applicable, and the
actual number of days elapsed.
Interest payment dates .................. Interest on the notes will be payable annually on March 24 of each year,
beginning March 24, 2011.
Ranking ........................................ The notes are general obligations of Vale and are not secured by any collateral.
Your right to payment under these notes will be:1

· 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.
Covenants ..................................... The indenture governing the notes contains restrictive covenants that, among
other things and subject to certain exceptions, limit Vale's ability to: merge or
transfer assets, and incur liens.

For a more complete description of these 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 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 may also issue other securities under
the indenture which have different terms and conditions from the notes.


S-5




Payment of additional amounts .... Vale will pay additional amounts in respect of any payments under the notes
so that the amount you receive after Brazilian withholding tax 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 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.
Tax redemption............................. If, due to changes in Brazilian law relating to withholding taxes applicable to
payments of interest, Vale is obligated to pay additional amounts on the notes
in respect of Brazilian withholding taxes at a rate in excess of 15%, Vale
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 ............................ We intend to use the net proceeds of this offering for general corporate
purposes, including funding our capital expenditures, managing the currency
and maturity profile of our liabilities, and potentially making acquisitions.
See "Use of Proceeds".
Listing and admission to trading... We have applied to list the notes on the official list of the Luxembourg Stock
Exchange and have them admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange.
Rating ........................................... The notes have been assigned a foreign currency rating of "Baa2" by Moody's,
"BBB+" by Standard & Poor's, "BBB" by Fitch Ratings and "BBB(high)" by
DBRS. Ratings are not a recommendation to purchase, hold or sell notes, as
ratings do not comment as to market price or suitability for a particular
investor. The ratings are based upon current information furnished to the rating
agencies by Vale and information obtained by the rating agencies from other
sources. The ratings are only accurate as of the date thereof and may be
changed,
superseded or withdrawn as a result of changes in, or unavailability of, such
information, and therefore a prospective purchaser should check the current
ratings before purchasing notes. Each rating should be evaluated
independently of any other rating.
Form and denomination................ The notes will be issued only in registered form in minimum denominations of
50,000 and integral multiples of 1,000 in excess thereof.
Risk factors................................... See "Risk Factors" and the other information included and incorporated by
reference in this prospectus supplement for a discussion of the factors you
should carefully consider before investing in the notes.
Common Code.............................. 049736274
ISIN .............................................. XS0497362748
S-6




RECENT DEVELOPMENTS
For a discussion of our results of operations for the year ended December 31, 2009 and recent material
developments, see our report on Form 6-K furnished to the U.S. Securities and Exchange Commission ("SEC") on
March 11, 2010, which is incorporated by reference in this prospectus. For information about our capital
expenditures budget for the 2010 and strikes at some of our nickel operations, see our report on Form 6-K furnished
to the SEC on November 3, 2009, which is also incorporated by reference in this prospectus.
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,
2008, which is incorporated by reference in this prospectus. You should carefully consider these risks, as well as
the other information included or incorporated by reference in this prospectus before making a decision to invest in
the notes.
Risks Relating to the Notes
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 euros.
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 persons or entities to
convert reais into foreign currencies. The government may institute a restrictive exchange control policy in the
future. Any restrictive exchange control policy could prevent or restrict our access to euros, and consequently our
ability to meet our euro obligations and could also have a material adverse effect on our business, financial condition
and results of operations.
In case of bankruptcy, we would be required to pay amounts only in reais.
Any judgment obtained against Vale in the courts of Brazil in respect of any of Vale's payment obligations
under the notes would be expressed in the real equivalent of such sum. Accordingly, in case of bankruptcy, all
credits held against Vale denominated in foreign currency would be converted into reais at the prevailing
commercial exchange rate on the date of declaration of bankruptcy by the judge. Further authorization by the
Central Bank of Brazil would be required for the conversion of such real-denominated amount into foreign currency
and for its remittance abroad.
Developments in other countries may affect prices for the notes.
The market value of securities of Brazilian companies is, to varying degrees, affected by economic and
market conditions in other countries. Although economic conditions in such countries may differ significantly from
economic conditions in Brazil, investors' reactions to developments in any of these other countries may have an
adverse effect on the market value of securities of Brazilian issuers. For example, in October 1997, prices of both
Brazilian debt securities and Brazilian equity securities dropped substantially, precipitated by a sharp drop in the
value of securities in Asian markets. The market value of the notes could be adversely affected by events elsewhere,
especially in emerging market countries.
S-7



Document Outline