Business Context and Reporting Period
Company: NextDecade Corporation (NextDecade)
Filing Type: Form 8-K (Current Report)
Date of Report: June 17, 2026
Event: Entry into a Material Definitive Agreement (Credit Agreement) by an indirect subsidiary, Rio Grande LNG Intermediate HoldCo Borrower, LLC ("RGLNG HoldCo Borrower").
Key Financial Metrics
This filing reports on a specific financing transaction rather than periodic financial performance. Consequently, revenue, profit, cash flow, and margin data are not provided in this document.
- New Debt Facility: $1.0 billion term loan facility (RGLNG HoldCo Loans).
- Interest Rate: 7.05% per annum.
- Maturity Date: June 17, 2033.
- Interest Payment Terms: Semi-annual payments (March 30 and September 30); interest paid in-kind until the first payment date after the third anniversary of the Closing Date unless cash payment is elected.
- Debt Service Coverage Ratio (DSCR) Covenant: Minimum 1.05:1.00 required at the end of each fiscal quarter starting 90 days after the project completion date.
Material Changes and Transaction Details
The primary material change is the execution of the Credit Agreement on June 17, 2026. Key transaction details include:
- Use of Proceeds: Primarily to make an equity contribution to Rio Grande LNG, LLC ("RGLNG") to reduce RGLNG's outstanding borrowings; secondarily to pay fees, expenses, and general administrative costs.
- Prepayment Terms:
- Before June 17, 2029: Prepayment requires principal plus a "call protection amount."
- June 17, 2029 to June 17, 2030: Prepayment requires 101% of principal plus accrued interest.
- After June 17, 2030: Prepayment requires principal plus accrued interest.
- Collateral: Security interests granted in RGLNG HoldCo Borrower's LLC interests and substantially all of its real and personal property, including its membership interest in Rio Grande LNG Holdings, LLC.
- Covenants: Limitations on incurring additional indebtedness, making investments, paying dividends, selling assets, and merging. Mandatory prepayment required upon change of control (at 101%) or receipt of proceeds from asset sales/liquidated damages.
Guidance, Outlook, and Risks
Management Commentary: The filing does not contain forward-looking guidance, earnings outlook, or general management commentary beyond the description of the financing structure.
Risks and Contingencies:
- Covenant Compliance: The borrower must maintain a DSCR of at least 1.05:1.00 post-project completion.
- Restrictive Covenants: The agreement restricts financial flexibility regarding dividends, additional debt, and asset sales.
- Mandatory Prepayment Triggers: Events such as a change of control or asset sales may trigger mandatory repayment obligations.
- Interest Payment Deferral: Interest is paid in-kind for the first three years, which may impact cash flow dynamics.
Investor Verification Checklist
- Verify the exact amount of "call protection amount" applicable to prepayments prior to June 17, 2029, as the specific figure is not detailed in this summary.
- Confirm the "project completion date" for RGLNG to determine when the 1.05:1.00 DSCR covenant becomes effective.
- Review the full Credit Agreement (to be filed as an exhibit to the Form 10-Q for the quarter ended June 30, 2026) for specific limitations and exceptions to the covenants.
- Assess the impact of the $1.0 billion equity contribution on RGLNG's existing debt structure and leverage ratios.
- Monitor the status of the "RGLNG HoldCo Collateral and Intercreditor Agreement" to understand priority of claims among lenders.