Business Context and Reporting Period
Company: NextDecade Corporation (NEXT)
Filing Type: Form 8-K (Current Report)
Date of Report: November 17, 2025
Event: Entry into a Material Definitive Agreement (Amended and Restated Credit Agreement) by Rio Grande LNG Super Holdings, LLC, a wholly-owned indirect subsidiary of NextDecade.
Key Financial Metrics and Debt Structure
The filing details a restructuring of existing debt and the addition of new term loans. No revenue, profit, or cash flow metrics are provided in this specific filing.
- Series A Loans: Total principal of $100 million (comprising $50 million incremental new loan and $50 million recharacterized from prior agreement).
- Series A Terms: 8.0% annual interest; maturity November 17, 2030; interest payable quarterly in cash or in kind (PIK).
- Series A Convertibility: Exchangeable at lender election into NEXT common stock at $9.50 per share (subject to anti-dilution adjustments).
- Series B Loans: Remaining principal from the Original Credit Agreement.
- Series B Terms: 13.5% annual interest; maturity extended to October 16, 2030.
- Collateral: Obligations secured by a pledge of equity interests in Super Holdings and a security interest in substantially all of Super Holdings' personal property.
Material Changes Versus Prior Period
- Debt Restructuring: The Original Credit Agreement (dated Dec 31, 2024, amended May 14, 2025) has been amended and restated.
- Interest Rate Adjustment: Series B loans now carry a 13.5% interest rate, up from the prior terms.
- Maturity Extension: Series B loan maturity extended to October 16, 2030.
- Prepayment Obligation Termination: The agreement terminates a prior obligation to make a prepayment offer related to financing transactions described in an October 16, 2025 filing ("Train 5 FID 8-K").
- Warrant Extension: Exercise periods for Tranche A/B Warrants extended to December 31, 2031, and Tranche C Warrants to May 14, 2032.
Guidance, Outlook, Risks, and Unusual Items
Management Commentary and Governance:
- Board Observer/Designation: General Atlantic (a lender) has the right to designate a director for the 2026 nomination process. Matt Bonanno is the nominated individual. This right persists until General Atlantic's outstanding loans and implied exchange value fall to $150 million or less.
- Related Party Transaction: A fund managed by Bardin Hill Investment Partners, LP is a lender. Avinash Kripalani, a NextDecade Board member, is a Partner at Bardin Hill. Mr. Kripalani recused himself from the Board's discussion and approval of this agreement.
- Registration Rights: NEXT must file a registration statement by May 14, 2026, to permit resale of shares underlying warrants and exchangeable loans.
Risks and Covenants:
- The agreement includes restrictive covenants limiting additional indebtedness, investments, dividends, asset sales, and mergers.
- Prepayment penalties (make-whole premiums) apply to Series A loans prior to November 17, 2028, and Series B loans prior to June 30, 2028.
Investor Verification Checklist
- Verify the total outstanding principal amount of the Series B loans to calculate total debt exposure.
- Confirm the current market price of NEXT stock relative to the $9.50 exchange price for Series A loans to assess dilution risk.
- Review the October 16, 2025 "Train 5 FID 8-K" to understand the financing transactions that triggered the prepayment obligation now terminated.
- Monitor the May 14, 2026 deadline for the filing of the registration statement for warrant and exchange share resales.
- Assess the impact of the 13.5% interest rate on Series B loans on future cash flow requirements.