NextDecade Corp. Enters Material Definitive Agreement

TL;DR

NextDecade just signed a big deal, could mean new debt or revenue.

AI Summary

NextDecade Corporation entered into a material definitive agreement on September 9, 2025, related to a direct financial obligation. The company, previously known as Harmony Merger Corp., is involved in natural gas transmission and distribution.

Why It Matters

This filing indicates a significant new financial commitment or obligation for NextDecade, which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• NextDecade Corporation (company) — Registrant
• Harmony Merger Corp. (company) — Former Company Name
• September 9, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ge on which registered: Common Stock, $0.0001 par value NEXT The Nasdaq Stock Market
• $3.847 billion — ruction/Term Loans") in an amount up to $3.847 billion available to RG4 solely to partially fi
• $734 million — he "FinCo Facility") in an amount up to $734 million available to the FinCo Borrowers, with
• $621 m — rs, with a letter of credit sublimit of $621 million, to be used to fund equity contri
• $600 million — The SF Credit Agreement provides for a $600 million term loan (the "SF Loan") to the SF Bor
• $2.83 billion — e Train 4 JV Agreement, an aggregate of $2.83 billion of equity contributions to the Train 4
• $1.13 billion — roportionate 40% share is approximately $1.13 billion. ND Train 4 Member will fund its equity
• $225 million — Credit Agreement") that provides for a $225 million senior secured loan. The Corporate Cred
• $98 m — and any other liquefaction train owner, $98 million, representing a

Filing Documents

• next-20250909.htm (8-K) — 78KB
• pressrelease-train4fid.htm (EX-99.1) — 20KB
• next-20250909_g1.jpg (GRAPHIC) — 228KB
• 0001628280-25-041869.txt ( ) — 809KB
• next-20250909.xsd (EX-101.SCH) — 2KB
• next-20250909_lab.xml (EX-101.LAB) — 22KB
• next-20250909_pre.xml (EX-101.PRE) — 13KB
• next-20250909_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. RG4 Financing Documents On September 9, 2025 (the "FID Date"), Rio Grande LNG Train 4, LLC, a Delaware limited liability company ("RG4") and an indirect subsidiary of NextDecade Corporation ("NextDecade" or the "Company"), entered into the T4 Common Terms Agreement, the T4 Equity Contribution Agreement, the T4 Collateral and Intercreditor Agreement and the T4 Credit Agreement, each as further described below (each, as defined below, and collectively, together with each agreement governing future Train 4 Senior Secured Debt, the "T4 Senior Secured Debt Instruments"). RG4 also entered into other related security documents described below. The Train 4 Senior Secured Debt Instruments and certain secured hedge agreements rank pari passu in respect of the collateral and in right of payments, as further described below. "T4 Senior Secured Debt" as used herein shall mean all: (a) senior loans and indebtedness incurred under the T4 Credit Agreement; (b) Working Capital Debt; (c) Replacement Debt; (d) Relevering Debt; and (e) Supplemental Debt, each as defined and further described below. The "T4 Senior Secured Debt Holder Representatives" shall mean (and will include) the T4 Administrative Agent under the T4 Credit Agreement and any relevant representative of the holders of such T4 Senior Secured Debt under any future Senior Secured Debt Instrument. T4 Common Terms Agreement On the FID Date, RG4 entered into a Common Terms Agreement (the "T4 Common Terms Agreement") with MUFG Bank, Ltd., as the T4 intercreditor agent (in such capacity, the "T4 Intercreditor Agent"). The T4 Common Terms Agreement sets out certain provisions regarding, among other things: (a) common representations and warranties of RG4; (b) common covenants of RG4; and (c) common events of default under the T4 Senior Secured Debt Instruments. Any T4 Senior Secured Debt Holder Representative will be required to accede to the T4 Common Terms Agreeme

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 the FID Date, NextDecade issued a press release regarding NextDecade's positive final investment decision of the Train 4 Project and the transactions described above under Item 1.01 of this Current Report. A copy of the press release is attached hereto as Exhibit 99.1. On the FID Date, NextDecade posted an updated corporate investor presentation on its website at www.next-decade.com.

01 Other Events

Item 8.01 Other Events. Corporate Credit Agreement Rio Grande LNG Super Holdings, LLC ("Super Holdings"), a wholly-owned subsidiary of the Company and the direct parent of the SF Phase 1 Pledgor, previously entered into a credit agreement (the "Corporate Credit Agreement") that provides for a $225 million senior secured loan. The Corporate Credit Agreement permits subsidiaries of Super Holdings to incur indebtedness to fund project-level equity in support of the construction of the fourth and fifth liquefaction trains of the Rio Grande LNG Facility, subject to the terms and conditions provided therein, including that Super Holdings make an offer to prepay the Corporate Credit Agreement in full at par plus accrued and unpaid interest if the lenders thereunder or their eligible assignees did not participate in such financing. An eligible assignee of one of the Corporate Credit Agreement lenders is a lender under the SF Credit Agreement, and consequently Super Holdings will not make an offer to prepay the Corporate Credit Agreement in connection with the financing transactions described under Item 1.01 of this Current Report. Reimbursement and Services Fees In connection with the closing of the transactions described in this Current Report on Form 8-K, RG4 paid ND LLC, which is the entity that manages the construction, commissioning and operation of the Rio Grande Facility on behalf of RGLNG, RG4 and any other liquefaction train owner, $98 million, representing a

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View this 8-K filing on SEC EDGAR