Obligation Valea 3.75% ( XS0802953165 ) en EUR

Valea

100 % ▼

Bresil

XS0802953165 ( en EUR )

3.75% par an ( paiement annuel )

10/01/2023 - Obligation échue

Prospectus brochure de l'obligation Vale XS0802953165 en EUR 3.75%, échue

100 000 EUR

750 000 000 EUR

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 XS0802953165, paye un coupon de 3.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/01/2023

PROSPECTUS SUPPLEMENT
(To prospectus dated November 3, 2009)

Vale S.A.
750,000,000 3.750% Notes due 2023
Vale S.A. ("Vale") is offering 750,000,000 aggregate principal amount of its 3.750% Notes due 2023 (the
"notes"). Vale will pay interest on the notes annually on January 10 of each year, beginning January 10, 2013. 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 100,000 and integral multiples of
1,000 in excess thereof.
Vale has applied to list the notes on the official list of the Luxembourg Stock Exchange (the "Official List") and
to have them admitted to trading on the Euro MTF market. This prospectus supplement and the prospectus to which it
relates constitute a prospectus for purposes of Luxembourg law dated July 10, 2005 on Prospectuses for Securities.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page
S-8 of this prospectus supplement.

Per note
Total
Public offering price(1) .....................................................................
99.608%
747,060,000
Underwriting discount .....................................................................
0.35%
2,625,000
Proceeds, before expenses, to Vale .................................................
99.258%
744,435,000
___________________
(1)
Plus accrued interest from July 10, 2012, 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.
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., and Clearstream Banking, société anonyme on or about July 10, 2012.

Joint Lead Managers and Joint Bookrunners
BNP PARIBAS
Crédit Agricole CIB
HSBC NATIXIS

Co-Managers
CIBC Mitsubishi
UFJ
Mizuho Securities
Scotiabank
SMBC Nikko
Securities

The date of this prospectus supplement is July 3, 2012.

TABLE OF CONTENTS
Prospectus Supplement
Responsibility Statement .............................................................................................................................................. ii
Investor Information ..................................................................................................................................................... ii
Enforcement of Civil Liabilities ................................................................................................................................ S-1
Prospectus Supplement Summary ............................................................................................................................. S-2
Recent Developments ................................................................................................................................................ S-7
Risk Factors ............................................................................................................................................................... S-7
Use of Proceeds ......................................................................................................................................................... S-9
Capitalization ........................................................................................................................................................... S-10
Description of the Notes .......................................................................................................................................... S-11
Certain Tax Considerations ..................................................................................................................................... S-17
Underwriting ............................................................................................................................................................ S-22
Experts ..................................................................................................................................................................... S-26
Validity of the Notes ................................................................................................................................................ S-26
Incorporation of Certain Documents by Reference ................................................................................................. S-27
General Information ................................................................................................................................................ S-29

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

i

RESPONSIBILITY STATEMENT
We accept responsibility for the information contained and incorporated by reference in this prospectus
supplement and the accompanying 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 in this prospectus
supplement and the accompanying prospectus (or incorporated by reference herein or therein) 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. We are not making an offer of these securities in any state or jurisdiction where the offer
is not permitted.
The prospectus supplement and the accompanying prospectus may only be used for the purpose for which
they have been published. This prospectus supplement is for distribution only to persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling
within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial
Promotion Order or (iii) are outside the United Kingdom (all such persons together being referred to as "relevant
persons"). This prospectus supplement is directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement
relates is available only to relevant persons and will be engaged in only with relevant persons.

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

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., its consolidated subsidiaries, its joint ventures and
other affiliated companies, taken as a whole.
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 and other regions of the world, including railroads,
maritime terminals and ports, 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. Vale conducts a substantial portion of its operations directly, particularly iron ore
mining activities, and the balance is conducted through wholly-owned 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 gross operating revenues attributable to each of our
main lines of business.

Year ended December 31,
Three months ended March 31,

2009
2010
2011
2011
2012

US$ million
US$ million (unaudited)
Bulk materials:

Iron ore .........................................................
US$12,831
US$26,384
US$35,008
US$7,287
US$5,987
Iron ore pellets .............................................
1,352
6,402
8,150
1,878
1,698
Manganese ...................................................
145
258
171
43
42
Ferroalloys ...................................................
372
664
561
157
124
Coal ..............................................................
505
770
1,058
154
389
Subtotal bulk materials ...........................
US$15,205
US$34,478
US$44,948
US$9,519
US$8,240
Base metals:

Nickel ...........................................................
US$3,260
US$3,835
US$5,720
1,557
US$1,103
Copper ..........................................................
1,130
1,608
2,692
536
467
PGMs ...........................................................
132
101
492
165
105
Other precious metals ...................................
65
72
246
88
83
Cobalt ...........................................................
42
30
94
19
17
Aluminum (1) ...............................................
2,050
2,554
383
383
--
Subtotal base metals ...............................
US$6,679
US$8,200
US$9,627
US$2,749
US$1,775
Fertilizer nutrients ...........................................
413
1,846
3,547
787
829
Logistics services ............................................
1,104
1,465
1,726
328
403
Other products and services(2) ........................
538
492
541
165
92
Total gross operating revenues .......................
US$23,939
US$46,481
US$60,389
US$13,548
US$11,339
(1) Reflects aluminum operations sold in February 2011.

(2) Includes kaolin, pig iron and energy.

S-2

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 two in Oman, one of which has been
ramping up since November 2011. 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 Moçambique, which operates
assets in Mozambique, Vale Australia Holdings, which operates coal assets in Australia through
wholly-owned subsidiaries and unincorporated joint ventures. In Mozambique, we are ramping up
the Moatize coal operation, which includes both metallurgical and thermal coal. We also have
minority interests in Chinese coal and coke producers.
Base metals:
Nickel. Our main 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 nickel operations at Onça Puma in Brazil, and are
continuing the commissioning process for 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 produce copper cathodes
at the Tres Valles operation, located in the Coquimbo region.
Aluminum. We hold a 22.0% interest in Norsk Hydro ASA (Hydro), a major aluminum producer.
In the past, we engaged in bauxite mining, alumina refining and aluminum smelting through
subsidiaries in Brazil, which we transferred to Hydro in February 2011. We still own interests in
two bauxite mining businesses, Mineração Rio do Norte S.A. (MRN) and Mineração Paragominas
S.A. (Paragominas). We will transfer our remaining interest in Paragominas to Hydro in two equal
tranches in 2014 and 2016, each in exchange for US$200 million, subject to certain contingent
adjustments. Both 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. We will also be producing
cobalt as a by-product of our nickel operations in New Caledonia, currently ramping up.
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 and copper
mining and processing operations in Canada, and gold as a by-product of our copper mining in
Brazil. Some of these precious metals are upgraded at our facilities in Port Colborne, Ontario, and
all of the precious metals from Canadian operations are refined by unrelated parties in Canada.
S-3

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 operator of logistics services in Brazil and other regions of the
world, with railroads, maritime terminals and ports. 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 also own a majority stake in
Sociedade de Desenvolvimento do Corredor de Nacala S.A. (SDCN), with railroads in Malawi and
Mozambique, and have plans to construct a world-class logistics infrastructure to support our
operations in Central and Eastern Africa. In addition, we have a rail concession for a 756-kilometer
railroad to provide support to our Rio Colorado potash project in Argentina. 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
45.8% 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 3.750% Notes due 2023.
Issue price ..................................... 99.608% of the principal amount.
Maturity ........................................ January 10, 2023.
Issue date ...................................... July 10, 2012.
Interest rate ................................... The notes will bear interest at the rate of 3.750% per annum from July 10,
2012 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 January 10 of each year,
beginning January 10, 2013.
Ranking ........................................ The notes are general obligations of Vale and are not secured by any collateral.
Your right to payment under these notes 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.
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; provided that, for U.S. federal income tax purposes, the
additional notes either (i) are issued with no more than a de minimis amount of
original issue discount or (ii) are issued in a qualified reopening. 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. 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 admit the notes to trading on the Euro MTF market. Currently,
there is no public market for the notes.
Form and denomination ................ The notes will be issued only in registered form in minimum denominations of
100,000 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 and the accompanying prospectus for a
discussion of the factors you should carefully consider before investing in the
notes.
Governing Law ............................. New York
Trustee and Agents ....................... The Bank of New York Mellon, as trustee, registrar, paying agent and
transfer agent;
The Bank of New York Mellon Trust (Japan), Ltd., as principal paying
agent; and
The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg
registrar, paying agent and transfer agent.
Common Code .............................. 080295316
ISIN ..............................................
XS0802953165

S-6

RECENT DEVELOPMENTS
For a discussion of our results of operations for the three-month period ended March 31, 2012 and recent
material developments, see our report on Form 6-K furnished to the SEC on the date hereof, which is incorporated
by reference in this prospectus supplement and other reports on Form 6-K listed under "Incorporation of Certain
Documents by Reference".
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,
2011, which is incorporated by reference in this prospectus supplement. You should carefully consider these 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.
Risks Relating to the Notes
Vale's subsidiaries, affiliated companies and joint ventures are not obligated under the notes, and these
companies' obligations to their own creditors will effectively rank ahead of Vale's obligations under the
notes.
Vale conducts a significant amount of business through subsidiaries, affiliated companies and joint
ventures, none of which are obligated under the notes. At March 31, 2012, the subsidiaries were responsible for
approximately 30% of Vale's consolidated U.S. GAAP revenues from operations and approximately 30% of Vale's
consolidated U.S. GAAP net cash flows provided by operating activities. The claims of any creditor of a subsidiary,
affiliated 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 notes. In addition, these subsidiaries, affiliated
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 under its obligations. At March 31, 2012, 12% of
Vale's consolidated U.S. GAAP liabilities were owed by subsidiaries of Vale, which is the only obligor under the
notes, meaning that the creditors under these liabilities would rank ahead of investors in the notes in the event of
Vale's insolvency. The indenture governing the notes contains restrictions on the conduct of business by Vale,
including limits on its ability to grant liens over its assets for the benefit of other creditors. These restrictions do not
apply to Vale's subsidiaries, affiliated companies and joint ventures, and these companies are not limited by the
indenture in their ability to pledge their assets to other creditors.
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 or foreign 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. We cannot predict the impact of any such measures on the Brazilian economy.
S-7