Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados and Cleary Gottlieb Steen & Hamilton LLP guided Vale, the world’s largest iron ore miner, through the largest ever share offering by a Brazilian company.

Machado, Meyer, Sendacz e Opice Advogados and White & Case LLP acted for the underwriter, Credit Suisse Securities.

Despite being a record, the 18.4 billion reais (US$11.5 billion) raised in the offering on 17 July was less than expected, coinciding with a downturn in oil and commodity stock prices.

The offering comprised a registered issuance in Brazil and an international offering registered in the US. Vale sold 256.9 million common shares for 46.28 reais each and 164.4 million preferred shares for 39.90 reais each, according to a filing with securities regulator the Comissão de Valores Mobiliários.

About 80.1 million common shares, or 31 percent of the offering, and 63.5 million preferred shares, or 38 percent, were sold in the form of ADRs.

The value excludes a possible supplemental offering, or over-allotment of shares. Including the so-called green-shoe option of preferred shares, Vale is raising 19.4 billion reais.

Vale says the proceeds will be used to finance future acquisitions and growth in existing businesses, according to the company’s US$59 billion investment plan.

Counsel to Vale

In-house counsel – general counsel Pedro Frietas de Aguiar


Brazil

Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados


US

Cleary Gottlieb Steen & Hamilton LLP

Partners Nicolas Grabar, William McCrae, Francisco Cestero, Partner Pierre-Yves Chabert (in Paris) counsel Sophie de Beer (Paris) associates Dara Lestrade, Ivy Hernandez, Kurt Havens, Fadi Shaheen, Yuval Navot and Gregoire Etrillard (in Paris) and summer associate Katherine Currie,


Counsel to the underwriters

Brazil

Machado, Meyer, Sendacz e Opice Advogados

Partner Daniel de Miranda Facó


US

White & Case LLP

Partners Donald Baker (in São Paulo) Mark Bagnall (in Miami) and Ray Simon (in New York), Of Counsel Greg Gnall (in New York) and associates  Fernando de la Hoz, Stefano D'Aniello , Abraham Paul and Gavin Parrish (in São Paulo),  Luis Vacanti and Casey Furman (in Miami) and John Guzman and Gerret Baur (in New York)

(Latin Lawyer 18.07.2008)