Vale in First Offering of $750 Million Hybrid Notes

Cleary Gottlieb represented Vale S.A. (Vale) in its first offering of $750 million subordinated dated fixed to reset notes due 2056.

The notes were issued by and constitute unsecured and subordinated obligations of Vale Overseas Limited and are unconditionally and irrevocably guaranteed by Vale. The notes will mature on February 25, 2056, and will bear interest payable semi-annually at an initial rate of 6.00% per annum, subject to optional interest deferral. The interest rate will reset every five years. The notes offering was conducted as a private placement under Rule 144A of the Securities Act of 1933 and outside of the United States in reliance on Regulation S. The offering priced on November 18, 2025, and closed on November 25, 2025.

Vale will use the net proceeds of the notes offering for general corporate purposes, including, but not limited to, replenishing a part of its cash on hand following the payment of the purchase price of the Participating Debentures (debentures participativas) acquired pursuant to the offer to purchase that settled on November 5, 2025. Cleary also represented Vale in the offer to purchase Participating Debentures. 

Cleary has represented Vale for years in significant capital markets, M&A, finance, SEC reporting, corporate governance, litigation, and arbitration matters. Vale is one of the largest metals and mining companies in the world, based on market capitalization, and one of the world’s largest producers of iron ore, iron ore pellets, and nickel. Vale also produces copper and by-products such as PGMs, gold, silver, and cobalt.

The Cleary corporate team included partner Jonathan Mendes de Oliveira and associate Silvia Fittipaldi, with assistance from international lawyer Andre Bandeira de Mello. Partner Matthew Brigham and associate Michael Hughes advised on tax matters.