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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 


 

FORM 8-K
CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 24, 2020

 

NEXTDECADE CORPORATION
(Exact Name of Registrant as Specified in Charter)

 

   

Delaware

001-36842

46-5723951

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

1000 Louisiana Street, Suite 3900, Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)

 

(713) 574-1880
(Registrant’s Telephone Number, Including Area Code)

 

N/A
(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)

   
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   
 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   
 

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:

Common Stock, $0.0001 par value

 

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The NASDAQ Stock Market LLC

 

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 ☒

 

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. ☐

 

 

 

 

Item 1.01.            Entry into a Material Definitive Agreement.

 

As previously disclosed, Rio Grande LNG, LLC (“RGLNG”), a subsidiary of NextDecade Corporation (the “Company”), and Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) entered into (i) that certain Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, dated as of May 24, 2019 (the “Trains 1 and 2 EPC Agreement”), and (ii) that certain Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, dated as of May 24, 2019 (the “Train 3 EPC Agreement”).

 

By amendment dated April 22, 2020, RGLNG and Bechtel amended the Trains 1 and 2 EPC Agreement (the “Trains 1 and 2 EPC Amendment”) to extend the contract price validity to July 31, 2020.  By amendment dated April 22, 2020, RGLNG and Bechtel amended the Train 3 EPC Agreement (the “Train 3 EPC Amendment”) to extend the contract price validity to July 31, 2020.

 

The foregoing summaries of the material terms of the Trains 1 and 2 EPC Amendment and the Train 3 EPC Amendment do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the full text of such agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.  

 

 

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: April 28, 2020

 

   
 

NEXTDECADE CORPORATION

   
 

By:

/s/ Krysta De Lima

  

Name: Krysta De Lima

  

Title: General Counsel