NextDecade CorpNEXT
NextDecade Corp Debt Disclosure
Note 7 — Debt
Debt consisted of the following (in thousands):
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Senior Secured Notes and Loans: | |||||||||||
6.67% Senior Secured Notes due 2033 | $ | 700,000 | $ | 700,000 | |||||||
6.85% Senior Secured Notes due 2047 | 190,000 | — | |||||||||
6.58% Senior Secured Notes due 2047 | 1,115,000 | — | |||||||||
6.72% Senior Secured Loans due 2033 | 356,000 | 356,000 | |||||||||
7.11% Senior Secured Loans due 2047 | 251,000 | 251,000 | |||||||||
| Total Senior Secured Notes and Loans | 2,612,000 | 1,307,000 | |||||||||
12.00% Corporate Credit Agreement due 2030 | 175,000 | — | |||||||||
| Credit Facilities: | |||||||||||
| CD Senior Working Capital Facility | — | — | |||||||||
| CD Credit Facility | 1,022,000 | 484,000 | |||||||||
| TCF Credit Facility | 226,000 | 59,000 | |||||||||
| Total Credit Facilities | 1,248,000 | 543,000 | |||||||||
| Total debt | 4,035,000 | 1,850,000 | |||||||||
| Unamortized debt issuance costs | (114,575) | (33,699) | |||||||||
| Total debt, net | $ | 3,920,425 | $ | 1,816,301 | |||||||
Senior Secured Notes and Loans
The 6.67% Senior Secured Notes, 6.85% Senior Secured Notes and 6.58% Senior Secured Notes (collectively, the “Senior Secured Notes”) as well as the 6.72% Senior Secured Loans and 7.11% Senior Secured Loans (collectively, the “Senior Secured Loans”) are senior secured obligations of Rio Grande, ranking senior in right of payment to any and all of Rio Grande’s future indebtedness that is subordinated to the Senior Secured Notes and the Senior Secured Loans, and equal in right of payment with Rio Grande’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Notes and Senior Secured Loans. The Senior Secured Notes and Senior Secured Loans are secured on a first-priority basis by a security interest in all of the membership interests in Rio Grande and substantially all of Rio Grande’s assets, on a pari passu basis with the CD Credit Agreement and the TCF Credit Facility.
Corporate Credit Agreement
On December 31, 2024, Super Holdings, a wholly-owned subsidiary of the Company, entered into a credit agreement (the “Corporate Credit Agreement”) to borrow an aggregate principal amount of $175.0 million.
The Corporate Credit Agreement matures on December 31, 2030 and bears a fixed annual interest rate of 12.0% which is payable quarterly. The Company may elect to add to the outstanding principal as paid-in-kind interest with respect to the first eight interest payment dates and may elect 50% as paid-in-kind interest of each interest payment date thereafter.
The Company may prepay the principal of the Corporate Credit Agreement, plus any unpaid interest, as follows:
Prepayment Prior To (1) | % of Principal | |||||||
| December 31, 2026 | 100.0% | |||||||
| December 31, 2027 | 105.0% | |||||||
| December 31, 2028 | 102.5% | |||||||
| December 31, 2030 | 100.0% | |||||||
(1) Prepayment prior to December 31, 2026 would require an additional make whole premium. | ||||||||
In conjunction with the Corporate Credit Agreement, we issued to the lender warrants to purchase 7.2 million shares of our common stock (the “Warrants”). The relative fair value of the Warrants of approximately $28.6 million has been recognized as a discount to the Corporate Credit Agreement. For more information about the Warrants, see Note 9 , Stockholders’ Equity.
Credit Facilities
Below is a summary of our committed credit facilities as of December 31, 2024 (in thousands):
| CD Senior Working Capital Facility | CD Credit Facility | TCF Credit Facility | |||||||||||||||
| Total facility size | $ | 500,000 | $ | 8,448,000 | $ | 800,000 | |||||||||||
| Less: | |||||||||||||||||
| Outstanding balance | — | 1,022,000 | 226,000 | ||||||||||||||
| Letters of credit issued | 217,225 | — | — | ||||||||||||||
| Available commitment | $ | 282,775 | $ | 7,426,000 | $ | 574,000 | |||||||||||
| Priority ranking | Senior secured | Senior secured | Senior secured | ||||||||||||||
| Interest rate on outstanding balance | SOFR plus margin of 2.25% | SOFR plus margin of 2.25% | SOFR plus margin of 2.25% | ||||||||||||||
| Commitment fees on undrawn balance | 0.68 % | 0.68 % | 0.68 % | ||||||||||||||
| Maturity date | July 12, 2030 | July 12, 2030 | July 12, 2030 | ||||||||||||||
The obligations of Rio Grande under the CD Senior Working Capital Facility and CD Credit Facility are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the TCF Credit Facility.
The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the CD Credit Agreement. Total Energies Holdings SAS provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand.
Restrictive Debt Covenants
The CD Credit Facility and the TCF Credit Facility (collectively, the “Rio Grande Facilities”) include certain covenants and events of default customary for project financings, including a requirement that interest rates for a minimum of 75% of the projected and outstanding principal amount be hedged or have fixed interest rates. The Rio Grande Facilities, the Senior Secured Loans, and Senior Secured Notes require Rio Grande to maintain a historical debt service coverage ratio of at least 1.10:1.00 at the end of each fiscal quarter starting from the initial principal payment date.
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 Senior Secured Notes and Senior Secured Loans requires Rio Grande to make an offer to repay the amounts outstanding at 101% (with respect to a change of control event) or par (with respect to each other event).
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.
As of December 31, 2024, Rio Grande was in compliance with all covenants related to its respective debt agreements.
Debt Extinguishments
As of December 31, 2024, the Company has made repayments of $1,338.2 million. As a result of these repayments, the Company recognized an approximate $49.3 million loss on extinguishment for the year ended December 31, 2024.
Debt Maturities
| Years Ending December 31, | Principal Payments | ||||
| 2025 - 2029 | $ | — | |||
| Thereafter | 4,035,000 | ||||
| Total | $ | 4,035,000 | |||
Interest Expense
Total interest expense, net of capitalized interest, consisted of the following (in thousands):
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Interest per contractual rate | $ | 194,873 | $ | 43,268 | |||||||
| Amortization of debt issuance costs | 65,336 | 41,390 | |||||||||
| Other interest costs | 3,148 | — | |||||||||
| Total interest cost | 263,357 | 84,658 | |||||||||
| Capitalized interest | (175,818) | (34,373) | |||||||||
| Total interest expense, net of capitalized interest | $ | 87,539 | $ | 50,285 | |||||||
Fair Value Disclosures
The following table shows the carrying amount and estimated fair value of our debt (in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||||||
| Senior Secured Notes | $ | 2,005,000 | $ | 1,984,836 | $ | 700,000 | $ | 743,593 | |||||||||||||||
| Senior Secured Loans | 607,000 | 609,082 | 607,000 | 632,998 | |||||||||||||||||||
Corporate Credit Agreement | 175,000 | 169,750 | — | — | |||||||||||||||||||
The fair value of the Company's Senior Secured Notes, Senior Secured Loans and Corporate Credit Agreement represent Level 2 instruments in the fair value hierarchy. The fair value of the Company’s CD Credit Facility and TCF Credit Facility approximates its' carrying amount due to its variable interest rate, which approximates a market interest rate.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.