Corporate Finance

USA Rare Earth outlines planned minority investment in Carester

USA Rare Earth disclosed an agreement for a minority investment in Carester alongside InfraVia. Completion remains subject to conditions, including a separate transaction involving Rhodia Opérations.

By Carter Hayes ·

Key takeaways

  • USA Rare Earth entered into a share purchase and investment agreement involving Carester, Carester’s majority shareholders and InfraVia.
  • The agreement provides for the new investors to subscribe for Carester preferred shares, with USA Rare Earth using both cash and an in-kind contribution of its common stock.
  • USA Rare Earth said it expects to hold approximately 13.6% of Carester’s share capital after the related transactions and share conversions are completed.
  • The planned closing is subject to conditions and is expected during the third quarter of 2026.

Agreement sets out minority investment

USA Rare Earth entered into an investment agreement on July 22, 2026, with Carester, Carester’s majority shareholders and InfraVia. The agreement provides for a minority investment in Carester by USA Rare Earth and InfraVia.

Under the agreement, Carester is expected to issue preferred shares to the new investors. USA Rare Earth’s subscription includes a cash component and an in-kind contribution of USA Rare Earth common stock.

Common-stock contribution will be priced near closing

The number of USA Rare Earth common shares used for the in-kind contribution will be determined using the company’s closing stock price nine calendar days before closing, or the preceding business day when applicable, and the dollar-euro exchange rate on that date. The resulting share amount will be rounded up to a whole share.

USA Rare Earth agreed to provide Carester registration rights relating to the USA Rare Earth common stock issued in connection with the in-kind contribution.

Related share acquisitions and closing conditions

The transaction structure also includes planned purchases of Carester ordinary shares held by the founder and by Rhodia Opérations, the entity through which Solvay holds its Carester interest. Those ordinary shares are expected to convert into the preferred-share class at completion.

USA Rare Earth said it expects to hold approximately 13.6% of Carester’s share capital after completion, taking account of the related transactions and conversions. The Rhodia transaction is intended to result in Solvay’s full exit as a Carester shareholder.

Completion depends on execution and completion of a separate agreement for the Rhodia transaction, along with other customary conditions. The parties expect the transactions to close in the third quarter of 2026. At completion, the majority shareholders and new investors are expected to enter a new Carester shareholders’ agreement covering governance arrangements and consent rights on specified matters.