NextDecade unit issues new long-dated secured notes
NextDecade Corporation, through its subsidiary Rio Grande LNG, completed a multi‑tranche private offering of senior secured notes to institutional investors.
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Form Type
8-K
Rhea-AI Filing Summary
NextDecade Corporation, through its subsidiary Rio Grande LNG, completed a multi‑tranche private offering of senior secured notes to institutional investors. Rio Grande LNG issued $1,000 million of 5.250% Notes due 2031, $500 million of 5.500% Notes due 2034, $1,250 million of 5.750% Notes due 2036, and $750 million of 6.150% Notes due 2041 under a new indenture.
Rio Grande LNG plans to use the net proceeds primarily to repay a portion of outstanding borrowings under existing credit agreements and to pay related fees and expenses. The notes are secured obligations ranking pari passu with other senior secured debt under a Common Terms Agreement and include covenants limiting additional indebtedness, restricted payments, asset sales, liens, and certain mergers or dissolutions.
The indenture also requires periodic financial reporting to the trustee and noteholders, with the company expecting to post Rio Grande LNG’s quarterly financial information on its website. In specified cases, including a change of control, Rio Grande LNG must offer to repurchase the notes at 101% or par, as detailed in the indenture.
Insights
Rio Grande LNG refinances debt via long‑dated secured notes with structured covenants.
Rio Grande LNG, an indirect subsidiary of NextDecade, completed four tranches of senior secured notes maturing between 2031 and 2041 with fixed coupons from 5.250% to 6.150%. Proceeds are earmarked to repay portions of existing credit facilities and cover related fees.
The notes sit under a Common Terms Agreement, ranking pari passu with other senior secured debt and sharing collateral. The indenture adds customary covenants that constrain new debt incurrence, dividends, certain investments, asset sales, liens, and transformative transactions, which helps protect creditors but can limit future financial flexibility.
Investor protections include mandatory offers to repurchase at 101% of principal upon a change of control and at par for certain asset sale or loss events, as described in the indenture. Ongoing quarterly reporting by Rio Grande LNG to both the trustee and public website will provide regular visibility into the project’s standalone financial performance.
8-K Event Classification
2 items: 1.01, 2.03
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Key Figures
2031 Notes size: $1,000 million
2034 Notes size: $500 million
2036 Notes size: $1,250 million
+4 more
7 metrics
2031 Notes size
$1,000 million
5.250% Senior Secured Notes due June 30, 2031
2034 Notes size
$500 million
5.500% Senior Secured Notes due January 30, 2034
2036 Notes size
$1,250 million
5.750% Senior Secured Notes due June 30, 2036
2041 Notes size
$750 million
6.150% Senior Secured Notes due June 30, 2041
Change of control repurchase price
101% of principal
Offer to repurchase notes upon change of control event
Interest payment dates (2031, 2036, 2041 Notes)
December 30 and June 30
Semi-annual cash interest beginning December 30, 2026
Interest payment dates (2034 Notes)
January 30 and July 30
Semi-annual cash interest beginning January 30, 2027
Key Terms
Senior Secured Notes, Indenture, Common Terms Agreement, Rule 144A, +2 more
6 terms
Senior Secured Notes financial
"completed its previously announced offering of $1,000 million aggregate principal amount of 5.250% Senior Secured Notes due 2031"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
Indenture financial
"The Notes were issued pursuant to an indenture, dated as of July 2, 2026, between RGLNG and Wilmington Trust"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Common Terms Agreement financial
"The Indenture is a senior secured debt instrument under the Common Terms Agreement, dated as of July 12, 2023, as amended"
Rule 144A regulatory
"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
change of control event financial
"With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What debt offering did NextDecade (NEXT) complete through Rio Grande LNG?
NextDecade’s subsidiary Rio Grande LNG completed a private offering of four tranches of senior secured notes, maturing in 2031, 2034, 2036, and 2041, with fixed coupons between 5.250% and 6.150%. These notes were issued to qualified institutional buyers and certain non-U.S. investors.
How will Rio Grande LNG use the proceeds from the new senior secured notes?
Rio Grande LNG intends to use the net proceeds to repay a portion of outstanding borrowings under its existing credit agreements and to pay related fees and expenses. This shifts part of its capital structure from bank credit facilities into longer-dated, fixed-rate secured notes.
What are the interest rates and maturities of the new NextDecade Rio Grande LNG notes?
The Rio Grande LNG notes carry coupons of 5.250% due June 30, 2031, 5.500% due January 30, 2034, 5.750% due June 30, 2036, and 6.150% due June 30, 2041. Interest is paid semi-annually in cash on specified June, December, January, and July dates.
How are the Rio Grande LNG senior secured notes ranked and secured?
The notes are senior secured obligations of Rio Grande LNG and rank pari passu with its existing and future senior indebtedness secured by the same collateral. They fall under a Common Terms Agreement that coordinates security and terms across Rio Grande LNG’s senior secured debt instruments.
Do the Rio Grande LNG notes include change of control or asset sale protections?
Yes. For certain events, including a change of control and specified asset sale or loss proceeds, Rio Grande LNG must offer to repurchase the notes. The offer price is 101% of principal for a change of control event and par value for other specified events, plus accrued interest.
Will NextDecade publish Rio Grande LNG’s financial information after this debt issuance?
The indenture requires Rio Grande LNG to submit reports and information to the trustee and noteholders. NextDecade expects to post Rio Grande LNG’s quarterly financial information on its website to support this reporting requirement, giving investors more regular project-level financial data.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| Form | ||||||||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 2, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Registrant’s telephone number, including area code: (713 ) 574-1880
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
On July 2, 2026, Rio Grande LNG, LLC, a Texas limited liability company (“RGLNG”) and an indirect subsidiary of NextDecade Corporation (“NextDecade” or the “Company”), completed its previously announced offering of $1,000 million aggregate principal amount of 5.250% Senior Secured Notes due 2031 (the “2031 Notes”), $500 million aggregate principal amount of 5.500% Senior Secured Notes due 2034 (the “2034 Notes”), $1,250 million aggregate principal amount of 5.750% Senior Secured Notes due 2036 (the “2036 Notes”) and $750 million aggregate principal amount of 6.150% Senior Secured Notes due 2041 (the “2041 Notes” and together with the 2031 Notes, the 2034 Notes and the 2036 Notes, the “Notes”).
The Notes were issued pursuant to an indenture, dated as of July 2, 2026, between RGLNG and Wilmington Trust, National Association, as Trustee (the “Indenture”). RGLNG intends to use the net proceeds from the offering of the Notes to (i) repay a portion of the outstanding borrowings under its existing credit agreements and (ii) pay related fees and expenses thereto.
The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state.
RGLNG will pay interest on the 2031 Notes, 2036 Notes and 2041 Notes semi-annually in cash in arrears on December 30 and June 30 of each year, beginning on December 30, 2026. RGLNG will pay interest on the 2034 Notes semi-annually in cash in arrears on January 30 and July 30 of each year, beginning on January 30, 2027. The 2031 Notes will bear interest at the rate of 5.250% and mature on June 30, 2031. The 2034 Notes will bear interest at the rate of 5.500% and mature on January 30, 2034. The 2036 Notes will bear interest at the rate of 5.750% and mature on June 30, 2036. The 2041 Notes will bear interest at the rate of 6.150% and mature on June 30, 2041.
At any time or from time to time prior to one (1) month (in the case of the 2031 Notes), two (2) months (in the case of the 2034 Notes), three (3) months (in the case of the 2036 Notes) or six (6) months (in the case of the 2041 Notes) prior to the applicable maturity date, RGLNG may redeem the applicable notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes, plus a “make‑whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time or from time to time on or after one (1) month (in the case of the 2031 Notes), two (2) months (in the case of the 2034 Notes), three (3) months (in the case of the 2036 Notes) or six (6) months (in the case of the 2041 Notes) prior to the applicable maturity date, RGLNG may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The Indenture is a senior secured debt instrument under the Common Terms Agreement, dated as of July 12, 2023, as amended (the “Common Terms Agreement”), by and among RGLNG, each senior secured debt holder representative that is a party thereto, and MUFG Bank, Ltd., as the P1 intercreditor agent. The Notes are senior secured obligations of RGLNG and rank pari passu with all of RGLNG’s existing and future indebtedness that is senior and secured by the same collateral securing the Notes, including all obligations under the other senior secured debt instruments pursuant to the Common Terms Agreement.
The Indenture also contains customary terms and events of default and certain covenants that, among other things, limit RGLNG’s ability to incur additional indebtedness, make certain investments or pay dividends or distributions on equity interests or subordinated indebtedness or purchase, redeem, or retire equity interests, sell or transfer assets, incur liens, dissolve, liquidate, consolidate, merge, or sell or lease all or substantially all of RGLNG’s assets. The Indenture further requires RGLNG to submit certain reports and information to the Trustee and the holders of the Notes. The Company expects to post RGLNG's quarterly financial information on its website in connection with this reporting requirement. With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the Indenture requires RGLNG to make an offer to repurchase the Notes at 101% (with respect to a change of control event) or par (with respect to each other event), in each case, on the terms specified in the Indenture. The Indenture covenants are subject to a number of important limitations and exceptions, including the terms and covenants contained in the Common Terms Agreement. A copy of the Indenture will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2026.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
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: July 2, 2026
| NEXTDECADE CORPORATION | |||||||||||
| By: | /s/ Vera de Gyarfas | ||||||||||
| Name: Vera de Gyarfas | |||||||||||
| Title: General Counsel | |||||||||||