_{DEAL OF THE WEEK}

Amazon Looks to the Stars

I am closer to being as rich as Jeff Bezos than Jeff Bezos is to being as rich as Elon. That said, if I suddenly came into $200 billion, the odds of me writing a newsletter at 10pm on a Tuesday would be pretty low.

While that may not be the genesis for this deal, watching the guy who dethroned you as world's richest man prepare to IPO his space and satellite and everything-else company at a $1.75 trillion valuation probably makes you want to do some M&A.

Amazon decided that if you can't beat SpaceX, you should join them by buying the satellite infrastructure Apple is already paying for.

Amazon is acquiring Globalstar, the mobile satellite company powering the Emergency SOS feature on every iPhone since the 14, for ~$11.6 billion, or $90 per share in cash or stock.

Thermo Funding, which controls 57.6% of Globalstar’s votes, approved the deal by written consent, which is corporate governance shorthand for “we didn’t need to ask anyone else.” No shareholder vote required.

There’s a downward adjustment of up to $110 million if Globalstar misses certain satellite milestones before close, which is the kind of clause you negotiate when you’re buying a company that still has satellites left to build.

There’s also an adjustment if Amazon stock trades above $280/share before closing…which could happen I guess.

The premium is ~117% to Globalstar’s unaffected price from late October 2025. Amazon’s stock rose 3.8% on announcement day, adding roughly $125 billion in market cap. The market decided this $11.6 billion acquisition was worth more than ten times its price tag before Jassy finished his coffee.

What Amazon actually bought is spectrum and a customer. Globalstar operates 24 satellites with globally harmonized Band 53/n53 spectrum, the frequencies that enable direct-to-device satellite connectivity, the part of the market Starlink hasn’t cracked and Apple desperately needs.

Amazon simultaneously announced a partnership with Apple to keep powering iPhone and Apple Watch satellite features while it builds out Amazon Leo, their answer to Starlink. Apple was Globalstar’s largest customer. It now becomes Amazon’s. Elon Musk is watching from a rocket.

The plan is to have voice, data, and full messaging over satellite running by 2028, at which point Amazon Leo will be a real product rather than a $200 billion capex line item with a hopeful name. Analysts are broadly supportive of the strategy and uniformly clear that nothing meaningful happens financially until 2028 or later. Which is the polite way of saying this is a very expensive option on the future.

SpaceX will kick off its IPO roadshow in June targeting a $1.75 trillion valuation. Jassy just made sure Amazon isn’t showing up to that conversation empty-handed. Whether that was prescient or expensive is a question for 2029.

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_{STRATEGIC DEAL OF THE MONTH}

Agnico Ealge Strikes Gold in the Arctic

Gold is at $4,800 an ounce. Agnico Eagle — already the world’s third-largest gold miner — has decided that now is the time to buy the entire Central Lapland Greenstone Belt of northern Finland. Not part of it. All of it.

On April 20, Agnico announced three separate transactions totaling roughly C$3.7 billion: the acquisition of Rupert Resources for approximately C$2.9 billion, Aurion Resources for C$481 million, and B2Gold’s 70% stake in the Fingold JV for US$325 million.

One press release, three deals, one very cold region of Europe. I guess the Corp Dev team only wanted to do one trip. Have to respect the efficiency.

The Rupert deal is the centerpiece.

Each Rupert share gets 0.0401 Agnico shares — worth approximately C$12.00 based on Agnico’s five-day VWAP on the TSX as of April 17 — plus a contingent value right worth up to C$3.00 in cash paid in three tranches over 10 years, tied to reserve and production milestones.

That’s a 67% premium to where Rupert was trading the day before the announcement. Agnico already owned 13.5% of Rupert, so this is mopping up the remaining 86.5%. Guess it helps when you know what you’re buying.

The reason anyone cares about a Finnish greenstone belt is Ikkari, Rupert’s flagship gold deposit, which sits roughly 50 kilometres from Agnico’s Kittilä mine, its largest European operation.

In mining, 50 km from an existing mine means shared infrastructure, shared processing facilities, shared labor pool, and a dramatically shorter path to production than building in the wilderness from scratch.

Jefferies estimates the three transactions are modestly accretive, adding roughly 2% to NAV per share with up to C$500 million in potential synergies.

The Rupert deal values the project at roughly 0.54x NAV, which is either a bargain or a fair reflection of the fact that Ikkari is still a development asset in a country where winter lasts eight months, like actually eight months not how it feels in NYC when you don’t see the sun from October to February.

The CVR structure is the honest part of this deal. Nobody knows when Ikkari will reach 5 million ounces of reserves, or when it will hit commercial production, or what gold is worth when it does. The CVR is Agnico’s way of saying: we’ll pay you more if it works out, and we’ve got ten years to find out.

At $4,800 gold and with a $110 billion market cap, Agnico has the currency and the conviction. Whether its shareholders have the patience is a different question.

_{INT’L DEAL OF THE MONTH}

Viva USA Rare Earths

Quick quiz: what do an EV motor, a wind turbine, a missile guidance system, and the robot that is definitely coming for your job have in common? They all require neodymium, praseodymium, dysprosium, terbium and probably 5-10 other iums to function.

China produces the vast majority of all four, has export restrictions on all four, and has made it very clear it understands exactly what that means. This deal is America’s answer.

On April 20, USA Rare Earth (Nasdaq: USAR) announced a definitive agreement to acquire Serra Verde Group, owner of the Pela Ema rare earth mine in Goiás, Brazil, valuing Serra Verde at approximately $2.8 billion. The consideration is $300 million cash plus 126.849 million newly issued USAR shares at a reference price of $19.95.

Pela Ema is the only scaled producer of all four magnetic rare earth elements outside Asia. It’s an ionic clay deposit, the same geology that dominates Chinese production, and processes at a fraction of the cost of the hard rock deposits that most Western rare earth projects are stuck with.

Serra Verde started commercial production in 2024, has already sunk over $700 million into construction and permits, and is targeting Phase 1 nameplate capacity of 6,400 metric tons of total rare earth oxide per year.

Projected run-rate EBITDA by end of 2027: $550–$650 million. Combined company EBITDA target by 2030: ~$1.8 billion.

If you’re wondering why a company trading at $19.95 a share can credibly project $1.8 billion in EBITDA four years out, the answer is the U.S. government. Yea, the same people who famously can’t balance a budget, are in crippling debt and misplace billions of dollars per year.

Serra Verde comes pre-attached to a $565 million DFC financing package that fully funds Phase 1 optimization and expansion through to positive cash flow.

It also has a 15-year, 100% offtake agreement with a special purpose vehicle capitalized by U.S. government agencies and private capital, covering all four magnetic rare earths with guaranteed floor prices plus 70% upside participation above those floors. Great use of taxpayer dollars.

Pro-forma liquidity for the combined company is approximately $3.2 billion. The U.S. government has committed approximately $1.8 billion in total capital to this supply chain. Washington isn’t a passive observer here; it’s a cornerstone investor with a very strong opinion about where rare earths come from.

The management transition adds credibility. Sir Mick Davis, former CEO of Xstrata, who turned a $500 million business in 2001 into a $65 billion mining major before selling it to Glencore in 2012, joins the USAR board.

Thras Moraitis, Serra Verde’s CEO and a former senior Xstrata executive, becomes President of the combined company. The Xstrata alumni have arrived in Oklahoma (probably not for long), and they brought the Brazilian mine with them.

This deal is industrial policy with an equity wrapper. The floor prices, the DFC facility, the government-backed offtake SPV, none of this is how commercial markets normally work.

It’s how you build a supply chain when the commercial market has already been cornered by someone who doesn’t like you.

USAR shareholders are getting a leveraged call option on whether the U.S. government keeps paying to solve its own rare earth problem. Given that both parties have very strong incentives to make it work, the floor is more credible than most.

_{NEWS ROUNDUP}

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• Possible US government investments