Obligation Valea 6.875% ( US91911TAH68 ) en USD

Valea

106.475 % ▼

Bresil

US91911TAH68 ( en USD )

6.875% par an ( paiement semestriel )

20/11/2036

Prospectus brochure de l'obligation Vale US91911TAH68 en USD 6.875%, échéance 20/11/2036

/

/

91911TAH6

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

21/11/2025 ( Dans 132 jours )

Vale est une société minière brésilienne produisant du nickel, du fer et du cobalt.

L'Obligation émise par Valea ( Bresil ) , en USD, avec le code ISIN US91911TAH68, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/11/2036

L'Obligation émise par Valea ( Bresil ) , en USD, avec le code ISIN US91911TAH68, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Valea ( Bresil ) , en USD, avec le code ISIN US91911TAH68, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-138617
333-138617-01
CALCULATION OF REGISTRATION FEE

Aggregate
Amount of
Class of securities offered

offering price

registration fee
Debt Securities

US$3,702,787,500
US$396,198.26(1)
Guarantees

--

-- (2)

(1) The registration fee of US$396,198.26 is calculated in accordance with Rule 457(r) of the Securities Act of
1933. Of this amount: (i) the registrants are paying $385,070.26 on the date hereof; and (ii) pursuant to Rule
457(p), the registrants are offsetting against the registration fee due for this offering $11,128 of the $16,180
in filing fees previously paid by the registrants with respect to unsold securities registered pursuant to a
Registration Statement on Form F-3 (Nos. 333-110867; -110867-01) filed by Companhia Vale do Rio Doce
and Vale Overseas on December 2, 2003 (leaving $5,052 in previously paid filing fees under that
Registration Statement available for future registration fees under Rule 457(p)).
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the
guarantees.
http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (1 of 175)11/22/2006 9:30:09 AM

Final Prospectus Supplement
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 13, 2006)

Vale Overseas Limited
US$1,250,000,000 6.250% Guaranteed Notes due 2017
US$2,500,000,000 6.875% Guaranteed Notes due 2036
Unconditionally Guaranteed by
Companhia Vale do Rio Doce

Vale Overseas Limited is offering US$1,250,000,000 aggregate principal amount of its 6.250% Guaranteed
Notes due January 23, 2017 and US$ 2,500,000,000 aggregate principal amount of its 6.875% Guaranteed Notes
due November 21, 2036. Vale Overseas will pay interest on the 2017 notes semi-annually on January 23 and
July 23 of each year, beginning July 23, 2007. Vale Overseas will pay interest on the 2036 notes semi-annually
on May 21 and November 21 of each year beginning May 21, 2007. 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 Notes--Optional Redemption" in this prospectus supplement plus, in each case,
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. The guaranty will rank equally in right of payment with all other unsecured and
unsubordinated debt obligations of Companhia Vale do Rio Doce. The notes will be issued only in registered
form in minimum denominations of US$2,000 and any integral multiple 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-15 of this prospectus supplement.

Per Note due
Per Note due

2017

2036

Total
Public offering price(1)
US

99.267%
98.478%
$ 3,702,787,500
http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (2 of 175)11/22/2006 9:30:09 AM

Final Prospectus Supplement
Underwriting discount
US

0.350%
0.350%
$
13,125,000
Proceeds, before expenses, to Vale Overseas
US

98.917%
98.128%
$ 3,689,662,500
(1) Plus accrued interest from November 21, 2006, 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 notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about
November 21, 2006.
Joint Bookrunners
Credit Suisse Securities UBS Investment Bank ABN AMRO Incorporated Santander Investment

Senior Co-Managers
Banc of America Securities LLC BNP Paribas Bradesco BBI CALYON Corporate and Investment Bank
Citigroup HSBC JP Morgan Mitsubishi UFJ Securities Scotia Capital

Co-Managers
Banco Itaú Europa BB Securities Ltd. BBVA Daiwa Securities SMBC Europe Dresdner Kleinwort Fortis
Securities
Mizuho International plc Natexis Bleichroeder Inc. SOCIETE GENERALE Standard Chartered Bank TD
Securities West LB
The date of this prospectus supplement is November 16, 2006.
http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (3 of 175)11/22/2006 9:30:09 AM

Final Prospectus Supplement
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Exchange Rates

S-3
Enforcement of Civil Liabilities

S-4
Prospectus Supplement Summary

S-5
Risk Factors
S-15
Selected Historical Financial Data of CVRD
S-32
Unaudited Pro Forma Condensed Consolidated Financial Information
S-34
Use of Proceeds
S-43
Capitalization of CVRD
S-44
Acquisition of Inco
S-45
Other Recent Developments
S-50
Description of Notes
S-52
Certain Tax Considerations
S-60
Underwriting
S-64
Validity of the Notes
S-71
Prospectus
About this Prospectus

2
Forward-Looking Statements

3
Companhia Vale do Rio Doce

4
Vale Overseas Limited

4
Use of Proceeds

5
Legal Ownership of Debt Securities

6
Description of Debt Securities

8
Description of the Guarantees

22
Experts

23
Validity of the Securities

23
Where You Can Find More Information

24
Incorporation of Certain Documents by Reference

24

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
http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (4 of 175)11/22/2006 9:30:09 AM

Final Prospectus Supplement
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.

S-2
http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (5 of 175)11/22/2006 9:30:09 AM

Final Prospectus Supplement
Table of Contents
EXCHANGE RATES
The Central Bank of Brazil allows the real/U.S. dollar exchange rate to float freely, and it has intervened
occasionally to control unstable movements in foreign exchange rates. We cannot predict whether the Central
Bank of Brazil or the Brazilian government will continue to let the real float freely or will intervene in the
exchange rate market through a currency band system or otherwise. The real may depreciate or appreciate
against the U.S. dollar substantially in the future. For more information on these risks, see the information
appearing under the heading "Risk Factors" in this prospectus supplement.
The following table provides information on the selling exchange rate, expressed in reais per U.S. dollar (R$/US
$), for the periods indicated. Prior to March 14, 2005, under Brazilian regulations, foreign exchange transactions
were carried out on either the commercial rate exchange market or the floating rate exchange market. Rates in the
two markets were generally the same. The table uses the commercial selling rate for data prior to March 14,
2005.
The following table sets forth the selling exchange rate, expressed in reais per U.S. dollar (R$/US$), for the
periods indicated.

Period-
Average for

end
Period (1)
Low
High
Year Ended December 31,

2001
R
R
R

$ 2.320
R$ 2.353
$ 1.936
$ 2.801
2002

3.533

2.998
2.271
3.955
2003

2.889

3.060
2.822
3.662
2004

2.654

2.917
2.654
3.205
2005

2.341

2.412
2.164
2.762
Month

May 2006
R
R
R

$ 2.301

$ 2.059
$ 2.371
June 2006

2.164

2.164
2.302
July 2006

2.176

2.165
2.213
August 2006

2.139

2.133
2.191
September 2006

2.174

2.128
2.219
October 2006

2.143

2.133
2.168
November 2006 (through November 16, 2006)

2.152

2.135
2.162
Source: Central Bank of Brazil
(1) Average of the rates of each period, using the average of the exchange rates on the last day of each month
during each period.
http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (6 of 175)11/22/2006 9:30:09 AM

Final Prospectus Supplement
On November 16, 2006, the selling rate was R$2.152 per US$1.00.
References to "real," "reais" or "R$" are to Brazilian reais (plural), the official currency of Brazil. References to
"U.S. dollars," "dollars" or "US$" are to United States dollars. References to "Cdn$" are to Canadian dollars.
References to "tons" in this document are to metric tons.

S-3
http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (7 of 175)11/22/2006 9:30:09 AM

Final Prospectus Supplement
Table of Contents
ENFORCEMENT OF CIVIL LIABILITIES
Brazil
Trench, Rossi e Watanabe Advogados, special Brazilian counsel for CVRD and Vale Overseas, has advised us
that 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 debt 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 previously 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 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 was authenticated by a Brazilian consulate in the State of New York;

· the judgment was translated into Portuguese by a certified sworn translator; and

· the judgment is not against Brazilian public policy, good morals or national sovereignty.
We have also been advised by Trench, Rossi e Watanabe Advogados that:

· Civil actions may be brought before Brazilian courts in connection with this prospectus based on the
federal securities laws of the United States and that Brazilian courts may enforce such liabilities in such

actions against CVRD (provided that 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 provisions of Brazilian law. In addition, a Brazilian or foreign plaintiff who resides abroad or
is abroad during the course of the suit in Brazil must post a bond to cover legal fees and court expenses

of the defendant, should there be no 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 such confirmation 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 debt securities.
Cayman Islands
http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (8 of 175)11/22/2006 9:30:09 AM

Final Prospectus Supplement
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 the defendant according to Cayman Islands conflict of law rules. To be so enforced
the foreign judgment must be final and for a liquidated sum not in respect of taxes or a fine or penalty 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 predicated 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 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.

S-4
http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (9 of 175)11/22/2006 9:30:09 AM

Final Prospectus Supplement
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 before making an
investment decision. In this prospectus supplement, unless the context otherwise requires, references to "CVRD,"
"we," "us" and "our" refer to Companhia Vale do Rio Doce, 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 CVRD.
Vale Overseas Limited
Vale Overseas is a finance company wholly owned by CVRD. Vale Overseas' business is to issue debt securities
to finance CVRD's activities. Vale Overseas was registered and incorporated as a Cayman Islands exempted
company with limited liability on April 3, 2001. The issue of the notes will be the sixth borrowing by Vale
Overseas.
Companhia Vale do Rio Doce
We are the world's largest producer and exporter of iron ore and pellets, the largest metals and mining company
in the Americas and one of the largest private sector companies in Latin America by market capitalization. We
operate large logistics systems in Brazil, including railroads and ports that are integrated with our mining
operations. Directly and through affiliates and joint ventures, we have major investments in the aluminum-
related, energy and steel businesses. We are investing in copper, nickel and coal exploration, and our first copper
mine began operations in June 2004.
In October 2006, we acquired 75.66% of the common shares of Inco Limited ("Inco"), the world's second largest
nickel producer, in an unsolicited cash tender offer, and have since increased our holding to 86.57%. We intend
to acquire the remaining shares, and the total purchase price for all of Inco's common shares will be
approximately US$16.9 billion. We plan to further increase our share of the world nickel market by combining
Inco's pipeline of development projects with our Vermelho and Onça Puma greenfield nickel projects in Brazil.
Our main lines of business are:

http://www.sec.gov/Archives/edgar/data/917851/000119312506239398/d424b2.htm (10 of 175)11/22/2006 9:30:09 AM

Document Outline

sec.gov
- #1">Final Prospectus Supplement