Vale Overseas Limited Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • April 13th, 2023 • Vale Overseas LTD • Metal mining • New York
Contract Type FiledApril 13th, 2023 Company Industry JurisdictionVale Overseas Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Vale S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of August 4, 2021 (the “Indenture”) entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.
Vale Overseas Limited Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • August 4th, 2021 • Vale Overseas LTD • Metal mining • New York
Contract Type FiledAugust 4th, 2021 Company Industry JurisdictionVale Overseas Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Vale S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of August 4, 2021 (the “Indenture”) entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.
EX-1.2 3 a18-14418_1ex1d2.htm EX-1.2 VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONS June 19, 2018 To the Underwriters named in the Terms Agreement supplemental hereto Ladies and Gentlemen:Underwriting Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionVale Overseas Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Vale S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of September 29, 2015 (the “Indenture”) entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.
FIBRIA OVERSEAS FINANCE LTD. Debt Securities Guaranteed by Suzano S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • January 24th, 2020 • Suzano Austria GmbH • Paper mills • New York
Contract Type FiledJanuary 24th, 2020 Company Industry JurisdictionFibria Overseas Finance Ltd., an exempted company which was incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guarantee”) as to payment of principal, premium (if any) and interest by Suzano S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of January 24, 2020 (the “Indenture”) entered into by and among the Company, the Guarantor and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and pay
VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • June 19th, 2018 • Vale Overseas LTD • Metal mining • New York
Contract Type FiledJune 19th, 2018 Company Industry JurisdictionVale Overseas Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Vale S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of September 29, 2015 (the “Indenture”) entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.
VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • September 29th, 2015 • Vale Overseas LTD • Metal mining • New York
Contract Type FiledSeptember 29th, 2015 Company Industry JurisdictionVale Overseas Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Vale S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of September 29, 2015 (the “Indenture”) entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.
VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • October 23rd, 2012 • Vale Overseas LTD • Metal mining • New York
Contract Type FiledOctober 23rd, 2012 Company Industry JurisdictionVale Overseas Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Vale S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of October 23, 2012 (the “Indenture”) entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.
GERDAU TRADE II INC. Debt Securities Guaranteed by Gerdau S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • December 30th, 2010 • Gerdau Trade II Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
Contract Type FiledDecember 30th, 2010 Company Industry JurisdictionGerdau Trade II Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Gerdau S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an indenture, dated as of · (the “Indenture”) entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.
VALE OVERSEAS LIMITED Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • November 3rd, 2009 • Vale Overseas LTD • Metal mining • New York
Contract Type FiledNovember 3rd, 2009 Company Industry JurisdictionVale Overseas Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Vale S.A., a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated indenture, dated as of November 21, 2006 (the “Indenture”) entered into by and among the Company, the Guarantor and The Bank of New York Mellon (as successor to The Bank of New York), as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provision
VALE CAPITAL II Debt Securities Guaranteed by Vale S.A. UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • July 6th, 2009 • Vale S.A. • Metal mining • New York
Contract Type FiledJuly 6th, 2009 Company Industry JurisdictionVale Capital II, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Vale S.A., a company organized under the laws of the Federative Republic of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an Indenture (the “Indenture”) to be entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and conversion and selling prices.
Vale Capital Limited Debt Securities Guaranteed by Companhia Vale do Rio Doce UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • June 18th, 2007 • Vale Capital LTD • Metal mining • New York
Contract Type FiledJune 18th, 2007 Company Industry JurisdictionVale Capital Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Companhia Vale do Rio Doce, a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an Indenture (the “Indenture”) to be entered into by and among the Company, the Guarantor and The Bank of New York, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and conversion and selling prices.
Vale Overseas Limited Debt Securities Guaranteed by Companhia Vale do Rio Doce UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • November 13th, 2006 • Vale Overseas LTD • Metal mining • New York
Contract Type FiledNovember 13th, 2006 Company Industry JurisdictionVale Overseas Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. The debt securities will be irrevocably and unconditionally guaranteed (the “Guaranty”) as to payment of principal, premium (if any) and interest by Companhia Vale do Rio Doce, a company organized under the laws of Brazil, as guarantor (the “Guarantor”). Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an amended and restated Indenture (the “Indenture”) to be entered into by and among the Company, the Guarantor and The Bank of New York, as trustee (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.