NextDecade Corp. Signs Material Agreement for Rio Grande LNG

TL;DR

NextDecade just signed a big deal for Rio Grande LNG, creating new financial obligations.

AI Summary

On December 31, 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. The filing also notes unregistered sales of equity securities and includes a Regulation FD disclosure.

Why It Matters

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

Risk Assessment

Risk Level: medium — The creation of new financial obligations and unregistered sales of equity securities can introduce financial and regulatory risks.

Key Players & Entities

• NextDecade Corporation (company) — Registrant
• Rio Grande LNG (company) — Project
• Harmony Merger Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ge on which registered: Common Stock, $0.0001 par value NEXT The Nasdaq Stock Market
• $175,000,000 — . The Credit Agreement provides for a $175,000,000 term loan (the " Term Loan ") to Super
• $7.15 — n stock purchase warrant exercisable at $7.15 per share, which represents the 30-day
• $9.30 — n stock purchase warrant exercisable at $9.30 per share, which represents a 30% premi
• $13.50 — for NEXT common stock equals or exceeds $13.50 per share and the closing price for NEX
• $15.00 — for NEXT common stock equals or exceeds $15.00 per share and the closing price for NEX

Filing Documents

• next-20241231.htm (8-K) — 48KB
• a20250106pressrelease.htm (EX-99.1) — 12KB
• next-20241231_g1.jpg (GRAPHIC) — 228KB
• 0001628280-25-000454.txt ( ) — 770KB
• next-20241231.xsd (EX-101.SCH) — 2KB
• next-20241231_lab.xml (EX-101.LAB) — 22KB
• next-20241231_pre.xml (EX-101.PRE) — 13KB
• next-20241231_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement On December 31, 2024 (the " Closing Date "), Rio Grande LNG Super Holdings, LLC, a Delaware limited liability company (" Super Holdings ") and an indirect subsidiary of NextDecade Corporation (the " Company " or " NEXT "), entered into a Credit Agreement (the " Credit Agreement ") by and among Super Holdings, as borrower, Atlantic Park Strategic Capital Master Fund II, L.P., as the administrative agent and collateral agent (the " Administrative Agent " or " Collateral Agent ", as applicable) and the financial institutions party thereto as lenders. The Credit Agreement provides for a $175,000,000 term loan (the " Term Loan ") to Super Holdings to be used (a) to repay all outstanding borrowings and terminate the outstanding revolving credit and interest loan facilities of NextDecade LNG, LLC (" NextDecade LNG "), a direct subsidiary of NEXT, (b) for general corporate purposes and working capital requirements of NEXT and its subsidiaries, including development costs related to the fourth and fifth liquefaction trains and related common facilities at the Rio Grande LNG multi-plant integrated natural gas liquefaction and liquefied natural gas export terminal facility at the Port of Brownsville in southern Texas (the " Rio Grande LNG Facility "), and (c) to pay fees and related transaction expenses associated with the Term Loan. The Term Loan matures on December 31, 2030. Interest will accrue on the Term Loan from the Closing Date at a rate of 12.0% per annum, and will be paid quarterly on the last business day of each fiscal quarter following the Closing Date, beginning on March 31, 2025. Super Holdings may elect to fully pay interest in kind with respect to the first eight interest payment dates and may elect to pay interest in kind with respect to 50% of each such interest payment date thereafter. Prior to December 31, 2026, Super Holdings may prepay the Term Loan at a redemption price equ

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Current Report under the heading "Warrants" is incorporated by reference into this Item 3.02.

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 January 6, 2025, the Company issued a press release regarding the Credit Agreement and the Warrants. A copy of the press release is attached hereto as Exhibit 99.1.

01. Other Events

Item 8.01. Other Events. Until the earlier of the repayment of the Term Loan or the exercise of the Warrants, the lenders will have the right to appoint one (1) observer to the board of directors of NextDecade Corporation. Lenders have notified that Company that Matt Bonanno, Managing Director at General Atlantic has been appointed as their board observer.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release issued by the Company on January 6, 2025. 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: January 6, 2025 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