Latham & Watkins Advises USA Rare Earth on Acquisition of Serra Verde Group for Approximately US$2.8 Billion

USA Rare Earth, Inc. (Nasdaq: USAR) (USAR) has announced a definitive agreement to acquire 100% of Serra Verde Group (Serra Verde), owner of the Pela Ema rare earth mine and processing plant in Goiás, Brazil. The transaction consideration consists of US$300 million in cash and 126.849 million shares of newly issued USAR common stock, which at USAR’s closing share price of US$19.95 as of Friday, April 17, 2026, implies an equity value of approximately US$2.8 billion for Serra Verde. The acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals.

Latham & Watkins LLP advised USA Rare Earth in the transaction with a corporate deal team led by Los Angeles partners Steven B. Stokdyk and David A. Zaheer, with associates Dylan Towns, Will Coughlin, Drew K. O’Sullivan, Diego Roberto Guimaraes Blandon, and Madeline Hodges. Advice was also provided on tax matters by Los Angeles partner Eric Cho, with associate Chuqiao (Chris) Zhao; on finance matters by San Diego partner Bryan J. Monson, with associate Ashley Barclift Pappenfus; on executive compensation, employment, and benefits matters by Bay Area partner Maj Vaseghi, with associate Will Fowler; on environmental matters by Los Angeles partner Aron Potash, with associates Phil Goldberg and Kim Kooker; on intellectual property matters by New York partner Jessica N. Cohen, with associate Laura Geraci; on data privacy matters by Houston/Austin partner Robert Brown, with associate Zac Alpert; on US antitrust matters by Bay Area partner Joshua N. Holian, New York partner Kyra K. Bromley, and Washington, D.C. partner Patrick Campbell English, with associate Aimilia Kechagia; on ex-US antitrust matters by Brussels partner Philipp Studt and Brussels counsel Wesley Lepla, with associate Luca Donatella; on regulatory matters by Washington, D.C. partners Paul M. Rosen and Andrew P. Galdes, and counsel Zachary N. Eddington, with associate Christine Kalpin; and on representation and warranty insurance matters by Los Angeles partner Harrison White, with associate Enrique Covarrubias.