Vale in R$11.4 Billion Secondary Offering by BNDES and Brazil of Vale’s Participating Debentures

April 16, 2021

Cleary Gottlieb represented Vale S.A. (Vale) in a secondary offering of 214.33 million of Vale’s participating debentures (debêntures participativas) held by BNDES, BNDESPar, and the Federative Republic of Brazil.

The participating debentures were issued at the time of Vale’s privatization in 1997 to its then-existing shareholders, under a Brazilian law governed deed. Holders have the right to receive semi-annual payments equal to a percentage of Vale’s net revenues from certain mineral resources and from the sale of certain mineral rights, subject to the occurrence of certain events.

The aggregate proceeds of the offering exceeded R$11.4 billion (approximately $2 billion). The offering priced at R$53.50 per debenture on April 12, 2021, and closed on April 16, 2021. The debentures were offered in Brazil with restricted placement efforts pursuant to Instruction No. 476 of the Brazilian Securities Commission (Comissão de Valores Mobiliários). The debentures were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

The firm has represented Vale for many years in significant SEC reporting, M&A, corporate governance, financing, litigation, and arbitration matters.