USA Rare Earth to Close Serra Verde Acquisition After Shareholder Vote
The rare earth producer said the Brazilian mine will anchor an integrated mine-to-magnet chain once the deal closes.
USA Rare Earth, Inc. (USAR) expects to close its acquisition of Serra Verde Group promptly after an Aug. 28, 2026, special meeting of stockholders, subject to remaining closing conditions.
Upon closing, it will own the only mine outside Asia commercially producing all four magnetic rare earths, anchoring an integrated rare earth value chain from mine to magnet and beyond.
The deal was announced on April 20, 2026, as a definitive agreement to acquire 100% of Serra Verde, owner of the Pela Ema rare earth mine and processing plant in Goiás, Brazil. Consideration was $300 million in cash and 126.849 million newly issued USAR shares, which, at the April 17 closing price of $19.95, implied an equity value of about $2.8 billion. The acquisition was expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals.
Barbara Humpton, chief executive officer of USA Rare Earth, said the special purpose vehicle was capitalized and that the company expected to close in the coming days, providing access to advanced processing technologies and integrating a foundational asset into its mine-to-magnet platform.
“With more than $1 billion already invested, Serra Verde is one of the world’s most advanced rare earth projects and the only commercial producer of all four magnetic rare earths outside Asia. Serra Verde can now begin supplying these critical materials into the U.S. market and is positioned to be the first to deliver all four into Western supply chains at scale. With the SPV capitalized, we expect to close the Serra Verde acquisition in the coming days, providing access to advanced processing technologies and integrating a foundational asset into USA Rare Earth’s mine-to-magnet platform.”
At the April announcement, USA Rare Earth said Serra Verde was expected to deliver $550 million to $650 million of annualized run-rate EBITDA by the end of 2027, and that the combined company was expected to generate about $1.8 billion of EBITDA in 2030. Pro forma liquidity was about $3.2 billion.
The April release also described a 15-year 100% offtake agreement with a special purpose vehicle capitalized by various U.S. government parties and private capital sources, with specific price floors for neodymium, praseodymium, dysprosium and terbium. Humpton said the mine is the only producer outside Asia capable of supplying all four magnetic rare earths at scale, together with other rare earth elements such as yttrium.
Thras Moraitis, chief executive officer of Serra Verde, was named to become president of USA Rare Earth, and Sir Mick Davis, chairman of Serra Verde, was added to the board.
USA Rare Earth operates across mining, processing, separation, metallization and magnet making through Less Common Metals, magnet manufacturing in Stillwater, Oklahoma, the Pela Ema mine subject to closing, and the Round Top deposit in Texas. In June, the company said definitive agreements with the U.S. Department of Commerce unlocked access to up to $1.6 billion under the CHIPS program, and, combined with the $1.5 billion PIPE closed in January and previous raises, total committed capital supporting its growth plan stood at about $3.5 billion.