NextDecade Corp. Signs Material Definitive Agreement

TL;DR

NextDecade just signed a big deal for Rio Grande LNG, locking in financial obligations.

AI Summary

On June 28, 2024, NextDecade Corporation entered into a material definitive agreement related to its Rio Grande LNG project. This agreement creates a direct financial obligation for the company, impacting its balance sheet and future financial commitments. The filing also includes information on Regulation FD disclosure and financial statements.

Why It Matters

This filing indicates a significant step forward for NextDecade's Rio Grande LNG project, potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce financial risks and impact future cash flows.

Key Players & Entities

• NextDecade Corporation (company) — Registrant
• Rio Grande LNG (company) — Project
• June 28, 2024 (date) — Date of Report
• 1000 Louisiana Street, Suite 3300 Houston, Texas 77002 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ge on which registered: Common Stock, $0.0001 par value NEXT The Nasdaq Stock Market
• $1.115 billion — " or the " Company "), issued and sold $1.115 billion aggregate principal amount of 6.580% Se

Filing Documents

• next-20240628.htm (8-K) — 36KB
• a20240701privateplacementt.htm (EX-99.1) — 9KB
• next-20240628_g1.jpg (GRAPHIC) — 228KB
• 0001628280-24-030547.txt ( ) — 752KB
• next-20240628.xsd (EX-101.SCH) — 2KB
• next-20240628_lab.xml (EX-101.LAB) — 22KB
• next-20240628_pre.xml (EX-101.PRE) — 13KB
• next-20240628_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 28, 2024, Rio Grande LNG, LLC, a Texas limited liability company (" RGLNG ") and an indirect subsidiary of NextDecade Corporation (" NextDecade " or the " Company "), issued and sold $1.115 billion aggregate principal amount of 6.580% Senior Secured Notes due 2047 (the " Notes ") pursuant to an indenture, dated as of such date, between RGLNG and Wilmington Trust, National Association, as Trustee (the " Indenture "). The sale of the Notes was not registered under the Securities Act of 1933 (the " Securities Act "), and the Notes were sold in a private placement in reliance on Section 4(a)(2) of the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. Proceeds from the Notes will be used to reduce outstanding borrowings and commitments under RGLNG's existing term loan facilities for Phase 1 at the Rio Grande LNG Facility. The Notes will be amortized over a period of 18 years beginning in September 2029, with a final maturity in September 2047, and will accrue interest from June 28, 2024 at a rate equal to 6.58% per annum on the outstanding principal amount, with such interest payable semi-annually, in cash in arrears, on March 30 and September 30 of each year (or the next succeeding business day), beginning on September 30, 2024. The Indenture is a senior secured debt instrument under the Common Terms Agreement, dated as of July 12, 2023, as amended (the " Common Terms Agreement "), by and among RGLNG, each senior secured debt holder representative that is a party thereto, and MUFG Bank, Ltd., as the P1 intercreditor agent. The Notes are senior secured obligations of RGLNG and rank pari passu with all of RGLNG's existing and future indebtedness that is se

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The information in this Item 7.01 of this Current Report is being furnished pursuant to Item 7.01 of Form 8-K and, according to general instruction B.2. thereunder, the information in this Item 7.01 of this Current Report shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act or the Exchange Act. On July 1, 2024, the Company issued a press release regarding RGLNG's issuance and sale of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99 .1 Press Release issued by the C ompany on July 1, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 1, 2024 NEXTDECADE CORPORATION By: /s/ Vera de Gyarfas Name: Vera de Gyarfas Title: General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR