SEC Comment Letter for Vale S.A. (VALE) (CIK 0000917851) (VALE) — Jul 20, 2017
Vale S.A. (VALE) (CIK 0000917851)
Date: July 20, 2017 · CIK: 0000917851 · Accession: 0000000000-17-025531
AI Filing Summary & Sentiment
Referenced dates: July 13, 2017, July 17, 2017
Letter
July 20, 2017 Via Email Nicholas Grabar Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006
Re: Vale S.A. Schedule TO -I/A filed July 17, 2017 File No. 5-78221
Dear Mr . Grabar :
The staff in the Office of Mergers and Acquisitions in the Division of Corporation Finance has review ed the amended filing listed above. Our additional comment follows:
Schedule TO – General
1. Refer to comment 1 in our prior comment letter dated July 13, 2017 and your response by letter dated July 17, 2017 . Please supplementally analyze how the common shares to be issued in exchange for Va le’s outstanding preferred s hares have “substantially the same rights” as the preferred shares for which they are being exchanged. See Rule 13e - 3(g)(2)(i). Your existing response addresses only a comparison of the voting rights associated with the two classes of securities, without a nalyzing any other rights associated with the preferred shares .
Please direct any questions about the above comment or your filing to me at 202 -551- 3263.
Sincerely,
/s/ Christina Chalk
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July 20, 2017 Via Email Nicholas Grabar Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Re: Vale S.A. Schedule TO -I/A filed July 17, 2017 File No. 5-78221 Dear Mr . Grabar : The staff in the Office of Mergers and Acquisitions in the Division of Corporation Finance has review ed the amended filing listed above. Our additional comment follows: Schedule TO – General 1. Refer to comment 1 in our prior comment letter dated July 13, 2017 and your response by letter dated July 17, 2017 . Please supplementally analyze how the common shares to be issued in exchange for Va le’s outstanding preferred s hares have “substantially the same rights” as the preferred shares for which they are being exchanged. See Rule 13e - 3(g)(2)(i). Your existing response addresses only a comparison of the voting rights associated with the two classes of securities, without a nalyzing any other rights associated with the preferred shares . Please direct any questions about the above comment or your filing to me at 202 -551- 3263. Sincerely, /s/ Christina Chalk Christina Chalk Senior Special Counsel Office of Mergers and Acquisitions