MRS Logística S.A. has announced that its extraordinary general meeting approved the signing of a new 15-year rail freight transportation agreement with Brazilian miner Vale, a member of MRS’s controlling shareholder group. The contract covers the transportation of iron ore, pellets and iron ore derivatives between December 1, 2026, and December 31, 2041.
The agreement, signed on June 29, 2026, has an estimated nominal value of approximately BRL 51.3 billion ($10.10 billion). Taking into account annual transportation programs and contractual volume flexibility, the estimated nominal value is approximately BRL 43.5 billion ($8.57 billion).
Agreement includes take-or-pay mechanism
According to MRS, the agreement includes an annual revenue guarantee (take-or-pay) mechanism based on minimum transport volumes, a contract term of 15 years, provisions governing invoicing and payments, allocation of responsibility for direct damages, clearly defined operational responsibilities, contractual penalties for non-compliance, force majeure provisions, confidentiality obligations, data protection requirements under Brazil’s General Data Protection Law (LGPD), anti-corruption and socio-environmental responsibility provisions, and a dispute resolution clause specifying the competent court.
Contract negotiated under arm’s-length conditions
The company stated that the agreement was negotiated directly between MRS and Vale under conditions consistent with market practices. During the approval process, Minerações Brasileiras Reunidas (MBR), a Vale subsidiary, abstained from voting, while MBR-appointed board members did not participate in the contract negotiations.
MRS stated that the transaction represents the renewal of an existing transportation agreement to ensure the continuity of rail freight and related services previously provided to Vale, rather than a new commercial arrangement. The company also noted that the contract was formalized in writing using its standard contractual terms defining the rights and obligations of the parties. According to MRS, the transaction was carried out under arm’s-length conditions, considering the contract duration and projected transportation volumes over the 15-year period.
