Vale Announces First Offering of $750 Million Hybrid Notes

Cleary Gottlieb represented Vale S.A. (Vale) and Vale Overseas Limited in the transaction. The transaction comprised Vale’s first offering of $750 million subordinated dated fixed-to-reset notes due 2056. The notes were issued by Vale Overseas Limited, constitute unsecured and subordinated obligations of Vale Overseas Limited and are unconditionally and irrevocably guaranteed by Vale. They will mature on February 25, 2056 and 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 offering was conducted as a private placement under Rule 144A of the Securities Act of 1933 and outside 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 for general corporate purposes, including, but not limited to, replenishing a portion of its cash on hand following the payment of the purchase price of the Participating Debentures acquired pursuant to the offer to purchase that settled on November 5, 2025. Cleary Gottlieb also represented Vale in that offer to purchase the Participating Debentures. Cleary Gottlieb represented Vale S.A. and Vale Overseas Limited with a team composed by: partner Jonathan Mendes de Oliveira and associate Silvia Fittipaldi from the corporate team, international lawyer Andre Bandeira de Mello (assisting), and partner Matthew Brigham and associate Michael Hughes advising on tax matters.

Vale Announces First Offering of $750 Million Hybrid Notes

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