M&A

USA Rare Earth completes $2.8B Serra Verde takeover, backed by $1.5B raise

What's the deal? USA Rare Earth (USAR) has completed its merger with SVRE Holdings and Serra VerdeDealroom has a profile for this one. Try Dealroom → Rare Earths, absorbing them as indirect wholly-owned subsidiaries. USAR paid $300 million in cash and issued 126,849,307 new common shares to SVRE shareholders under the agreement first struck in April 2026 that valued the combination at $2.8 billion.

What's the endgame? The tie-up folds Serra Verde's Pela Ema rare earth project into USAR's US-focused supply chain ambitions. A SVRE subsidiary, SV Management Switzerland AG, holds a 20-year offtake agreement covering 100% of output from Pela Ema's Phase One, sold to a US government-backed special purpose vehicle and private capital sources.

Why now? USAR moved from a position of strength. In January 2026, it closed a $1.5 billion private placement, selling 69,767,442 shares at $21.50 each — cash to fund the deal and expansion.

The money trail: Washington is deeply involved. USAR issued 16,132,790 shares to the US Department of CommerceDealroom has a profile for this one. Try Dealroom → and a warrant for 17,600,584 shares at $17.17 each, in exchange for CHIPS Act funding and a loan guarantee. Serra Verde separately carries a $565 million long-term loan from the US International Development Finance CorporationDealroom has a profile for this one. Try Dealroom →, including a $100 million incremental tranche that closed in June 2026.

What could go wrong? The share issuances add heavy dilution and a bigger float. The Commerce shares were valued at $451.4 million, and the related warrant is liability-classified at roughly $430.9 million, to be remeasured each period — a swing factor for future earnings.

The signal: The deal shows how US rare earth ambitions increasingly run through government balance sheets. With federal funding, loan guarantees, and a state-backed offtake buyer underpinning the economics, USAR is building a supply chain in which Washington is both financier and customer.

Read more: Minichart

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