USA Rare Earth Serra Verde: USA Rare Earth, Inc. (NASDAQ: USAR) has agreed to acquire Brazil’s Serra Verde Group for an implied equity value of approximately $2.8 billion, in one of the largest transactions in rare earth industry history. The deal combines USAR’s developing US and European assets with Serra Verde’s Pela Ema mine in Goiás, Brazil — described by the company as the only large-scale operation outside Asia capable of supplying all four magnetic rare earths at commercial scale.
USA Rare Earth Serra Verde: Deal Terms and Structure
Under the agreement announced 20 April 2026, USAR will pay $300 million in cash and issue 126.849 million new common shares to Serra Verde’s existing investors. The implied value of approximately $2.8 billion is based on USAR’s closing price of $19.95 on 17 April 2026. Serra Verde’s legacy shareholders will hold approximately 34% of the combined company on completion.
Closing is expected in Q3 2026, subject to customary regulatory approvals and closing conditions. USAR closed up 13.18% on deal announcement day at $22.58, on volume approximately 118% above its three-month average. MP Materials (NYSE: MP) closed up 8.59% on the same session, reflecting the broader market read that a structurally tighter non-Chinese magnetic REE supply chain raises the value of all Western producers.
The Pela Ema Asset: Scale and Magnetic REE Coverage
Serra Verde’s flagship Pela Ema mine is the strategic rationale for the transaction. The operation produces neodymium, praseodymium, dysprosium, and terbium — the four elements that determine the performance and heat tolerance of NdFeB permanent magnets used in EV motors, wind turbines, and defence systems. No other operation outside Asia currently produces all four at scale.
USAR projects that Serra Verde’s Brazilian output will account for over 50% of total non-Chinese heavy rare earth supply by 2027. Phase 2 construction at Pela Ema is expected to complete by mid-2027. The mine also produces yttrium and other rare earth elements as co-products.
US Government Backing and Offtake Structure
A 15-year offtake agreement underpins Serra Verde’s revenue outlook. The buyer is a special purpose vehicle capitalised by multiple US government entities alongside private capital, and covers 100% of Serra Verde’s production of neodymium, praseodymium, dysprosium, and terbium. The agreement includes specific price floors for all four elements — providing a revenue floor that constrains downside on the projected EBITDA targets.
USAR has guided to a Serra Verde annualised run-rate EBITDA of $550–$650 million by end of 2027, and a combined company EBITDA target of approximately $1.8 billion by 2030. Pro-forma liquidity of the combined entity is projected at approximately $3.2 billion. These are management projections, not guarantees, and are subject to ramp-up execution, regulatory approvals, and commodity price movements. The structure is broadly consistent with the pattern of US government offtake support for Western rare earth projects that has emerged since 2023.
Leadership and the Combined Platform
USAR CEO Barbara Humpton remains in post. Serra Verde CEO Thras Moraitis joins USAR as President; Serra Verde Chairman Sir Mick Davis joins the USAR board. Davis and Moraitis previously built Xstrata from a minor zinc producer into a major diversified miner before its acquisition by Glencore in 2014 — a transaction valued at approximately $29 billion. Moraitis has indicated the combined company is evaluating further acquisitions across the supply chain.
Post-acquisition, USAR will operate across four countries: Round Top Mountain in Texas (mining not expected before 2028), a UK facility that began commercial-grade yttrium metal production in April 2026, a processing partnership with Carester in France announced the same month, and the Pela Ema mine in Brazil. The combined footprint is consistent with USAR’s stated mine-to-magnet integration strategy.
Market Context
China produces approximately 70% of global mined rare earth output and around 90% of refined supply, according to USGS data. The Serra Verde transaction, coinciding with a separate US government-backed Lynas offtake agreement announced in the same week, signals an accelerating effort to reduce procurement exposure to a single dominant supplier. For analysis of the geopolitical drivers, see China Rare Earth Export Controls 2026.
Key milestones to watch: Q3 2026 regulatory close; Phase 2 completion at Pela Ema (mid-2027); Serra Verde EBITDA run-rate confirmation at end of 2027; any further USAR acquisitions signalled by Moraitis.
What is the USA Rare Earth Serra Verde acquisition?
USA Rare Earth (NASDAQ: USAR) has agreed to acquire Serra Verde Group, owner of the Pela Ema rare earth mine in Goiás, Brazil, for an implied equity value of approximately $2.8 billion. The deal comprises $300 million cash and 126.849 million newly issued USAR shares, with closing expected in Q3 2026 subject to regulatory approval.
What does Serra Verde’s Pela Ema mine produce?
Pela Ema produces all four magnetic rare earths — neodymium, praseodymium, dysprosium, and terbium — alongside yttrium and other rare earth elements. It is described as the only large-scale operation outside Asia capable of supplying all four magnetic rare earths at commercial scale simultaneously.
When will the USA Rare Earth Serra Verde deal close?
Closing is expected in Q3 2026, subject to customary regulatory approvals and closing conditions. Phase 2 construction at Serra Verde’s Pela Ema mine is expected to complete by mid-2027.
What is the US government’s role in the Serra Verde acquisition?
A 15-year offtake agreement covering 100% of Serra Verde’s neodymium, praseodymium, dysprosium, and terbium production has been signed with a special purpose vehicle capitalised by multiple US government entities and private capital sources. The agreement includes specific price floors for all four elements.
How does the Serra Verde deal change USA Rare Earth’s position in the market?
The acquisition gives USAR an operating mine producing all four magnetic rare earths at scale — assets its existing portfolio lacks. Combined with Round Top (Texas), a UK yttrium facility, and a French processing partnership with Carester, the deal creates a four-country, mine-to-magnet platform. Management projects combined EBITDA of approximately $1.8 billion by 2030, though these are targets not guarantees.
