NextDecade Corp 8-K

What Happened

• NextDecade (through an indirect subsidiary) entered into a Credit Agreement on June 17, 2026 under which Rio Grande LNG Intermediate HoldCo Borrower, LLC will borrow $1.0 billion in a term loan facility. The loan proceeds will be used primarily to make an equity contribution to Rio Grande LNG, LLC to reduce its outstanding project borrowings, and to pay fees, expenses and HoldCo G&A.
• The RGLNG HoldCo Loans mature on June 17, 2033 and bear interest at 7.05% per annum. Interest is payable semi‑annually (March 30 and September 30) beginning September 30, 2026, and will be paid in‑kind until the first interest payment date after the third anniversary of closing unless paid in cash earlier. The filing also reports the creation of this direct financial obligation (Item 2.03).

Key Details

• Loan amount: $1.0 billion; closing date: June 17, 2026; maturity: June 17, 2033.
• Interest: 7.05% per year; interest PIK (in‑kind) until after the 3rd anniversary unless paid in cash; semiannual payments start Sept 30, 2026.
• Prepayment: prepay before June 17, 2029 with a call protection amount; prepay at 101% between June 17, 2029–June 17, 2030; par on or after June 17, 2030.
• Security and covenants: HoldCo pledged LLC interests and substantially all assets; intercreditor arrangements in place; covenants limit additional indebtedness, dividends/distributions, certain investments and require a debt service coverage ratio of at least 1.05:1.00 after specified project milestones.

Why It Matters

• This agreement provides a significant $1.0B capital infusion at the HoldCo level to support the Rio Grande LNG project, chiefly to reduce project-level borrowings. That can improve the project’s balance sheet and reduce interest at the project level.
• The loan creates a secured, long‑term obligation at the HoldCo with restrictive covenants and mandatory prepayment triggers that could limit upstream distributions or other HoldCo actions. Investors should note the interest structure (PIK for up to ~3 years) and the 2033 maturity as material to NextDecade’s and the project JV’s capital structure.