Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statements Nos. 333-138617 and 333-138617-01
| Pricing Term Sheet for | ||
| 6.875% Guaranteed Notes due 2036 | ||
| Issuer: | Vale Overseas Limited | |
| Guarantor: | Companhia Vale do Rio Doce | |
| Title of Securities: | 6.875% Guaranteed Notes due 2036 | |
| Aggregate Principal Amount: | US$2,500,000,000 | |
| Price to Public: | 98.478% of face amount | |
| Maturity: | November 21, 2036 | |
| Coupon: | 6.875% | |
| Interest Payment Dates: | May 21 and November 21, commencing May 21, 2007 | |
| Yield to maturity: | 6.997% | |
| Benchmark: | 4.500% US Treasury due 2036 | |
| Benchmark Yield: | 4.747% | |
| Spread to Treasury: | 225 bps | |
| Settlement Date: | T+3; November 21, 2006 | |
| CUSIP/ISIN: | 91911T AH 6/ US 91911TAH 68 | |
| Ratings: | Baa3 / BBB (Moody’s / S&P) | |
| Minimum Denominations: | US$2,000/US$1,000 | |
| Optional redemption: | Make-whole provision at T+35 basis points | |
| Listing: | NYSE (pending) | |
| Book-Running Managers: | Credit Suisse Securities (USA) LLC | |
| Credit Suisse Securities (Europe) Limited | ||
| UBS Securities LLC | ||
| ABN AMRO Incorporated | ||
| Santander Investment Securities Inc. | ||
| Senior Co-Managers: | Banc of America Securities LLC | |
| BNP Paribas Securities Corp. | ||
| Bradesco Securities, Inc. | ||
| Calyon Securities (USA) Inc. | ||
| Citigroup Global Markets Inc. | ||
| HSBC Securities (USA) Inc. | ||
| J.P. Morgan Securities Inc. | ||
| Mitsubishi UFJ Securities International plc | ||
| Scotia Capital (USA) Inc. | ||
| Co-Managers: | BB Securities Ltd. | |
| Banco Itaú Europa S.A. – SFI Branch | ||
| BBVA S.A. | ||
| Daiwa Securities SMBC Europe Limited | ||
| Dresdner Kleinwort Securities LLC | ||
| Fortis Securities LLC | ||
| Mizuho International plc | ||
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Natexis Bleichroeder Inc. SG Americas Securities, LLC Standard Chartered Bank TD Securities (USA) LLC WestLB do Brasil Cayman Limited |
| Format: | SEC Registered |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The offer and sale of the Securities to which this final term sheet relates have been registered by Vale Overseas Limited and Companhia Vale do Rio Doce by means of a registration statement on Form F-3 (Registration Nos. 333-138617 and 333-138617-01).
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