8-K

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):  August 28, 2018

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.)

3 Waterway Square Place, Suite 400, The Woodlands, Texas 77380

(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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2018, René van Vliet notified NextDecade Corporation (the “Company”) of his decision to retire from the role of Chief Operating Officer of the Company and from the Board of Directors of the Company effective as of October 1, 2018.   The Company has initiated a global search for a  new Chief Operating Officer and intends to conclude its search prior to the end of the year.

On September 4, 2018, the Company issued a press release announcing Mr. van Vliet’s retirement.  A copy of such press release is attached hereto as Exhibit 99.1 and is posted on the Company’s website, http://www.next-decade.com, under the heading “Investors – NEXT Press Releases.”    

Item 7.01. Regulation FD Disclosure.

The information in this Item 7.01 of this Current Report is being furnished pursuant to Item 7.01 of Form 8-K and, according to general instruction B.2. thereunder, the information in this Item 7.01 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

On September 4, 2018,  the Company issued press releases titled, “NextDecade Provides EPC Status Update” and “NextDecade Receives FERC Scheduling Notice for Rio Grande LNG.”    Copies of such press releases are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively, and are posted on the Company’s website, http://www.next-decade.com, under the heading “Investors – NEXT Press Releases.”

In addition, on September 4, 2018, the Company posted an updated investor presentation on its website, http://www.next-decade.com, under the heading “Investors – Homepage.”

Item 9.01.            Financial Statements and Exhibits.

(d)  Exhibits.

99.1	Press Release, dated September 4, 2018.
99.2	Press Release, dated September 4, 2018.
99.3	Press Release, dated September 4, 2018.

2

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: September 4, 2018

NEXTDECADE CORPORATION
By:	/s/ Krysta De Lima
	Name: Krysta De Lima
	Title: General Counsel

3

EX-99.1

Exhibit 99.1

September 4, 2018

NextDecade Provides Management Update

THE WOODLANDS, Texas, USA (September 4, 2018) -- NextDecade Corporation (“NextDecade”) (NASDAQ: NEXT) announced today that the company’s Chief Operating Officer, René van Vliet, will retire as an officer and director of the company effective October 1, 2018. Mr. van Vliet will remain as an advisor to company until the end of 2018.

Mr. van Vliet has helped position NextDecade to be one of the leading second wave U.S. LNG companies by overseeing the front-end engineering and design of the company’s Rio Grande LNG project and by helping implement the competitive EPC process NextDecade announced today, which will lead to a lump-sum turnkey EPC contract. 

“Our board of directors and employees wish René all the best in his retirement and appreciate his meaningful contributions to NextDecade,” said Matt Schatzman, President and Chief Executive Officer.

NextDecade has initiated a global search for a new COO and intends to conclude this process prior to year-end.  

In addition, NextDecade announced that Ivan van der Walt has joined the company as Project Manager, Rio Grande LNG. Effective on October 1, 2018, and until a new COO is appointed, Mr. van der Walt will report directly to Mr. Schatzman. Mr. van der Walt will oversee all aspects of project development, including the competitive EPC process NextDecade announced earlier today.

Mr. van der Walt has nearly 25 years of experience in the oil and gas industry, including senior roles with CB&I (now McDermott) and Chevron. He was also previously the Chief Executive Officer of the Australasian division of KNM Group, a leading EPC company headquartered in Kuala Lumpur.

“We are thrilled to have Ivan, a recognized leader in the industry, serve in this critical role for NextDecade,” Schatzman added.  “Ivan brings a tremendous amount of knowledge and LNG project experience to the Company, and we look forward to drawing on that experience in developing our Rio Grande LNG project.”

# # #

1

About NextDecade Corporation

NextDecade is an LNG development company focused on LNG export projects and associated pipelines in Texas. NextDecade intends to develop a portfolio of LNG projects, including the 27 mtpa Rio Grande LNG export facility in Brownsville, Texas and the 4.5 Bcf/d Rio Bravo Pipeline that would transport natural gas from the Agua Dulce area to Rio Grande LNG.  NextDecade’s common stock is listed on the Nasdaq Capital Market under the symbol “NEXT.” NextDecade is headquartered in The Woodlands, Texas. 

Located at the Port of Brownsville in South Texas, NextDecade’s Rio Grande LNG project is expected to be a leader among second wave U.S. LNG projects. NextDecade believes its customers and shareholders will benefit from the project’s experienced leadership, proven approach, and optimal location. NextDecade’s technology selections are expected to foster operational reliability and afford NextDecade’s customers access to reliable, low-cost, abundant natural gas from the Permian Basin, Eagle Ford Shale, and other basins.

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. The words “believe,” “expect,” “intend,” “plan,” “potential,” and similar expressions are intended to identify forward-looking statements, and these statements may relate to the business of the Company and its subsidiaries. These statements have been based on the Company’s current assumptions, expectations, and projections about future events and involve a number of known and unknown risks, which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements. These risks include uncertainties about the Company’s Rio Grande LNG and Rio Bravo pipeline projects and other matters discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and other subsequent reports filed with the Securities and Exchange Commission, all of which are incorporated herein by reference.

Any development of the projects remain contingent upon completing required commercial agreements; acquiring all necessary permits and approvals; securing all financing commitments and potential tax incentives; achieving other customary conditions; and making a final investment decision to proceed.  The forward-looking statements in this press release speak as of the date of this release. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that the expectations will prove to be correct.  The Companymay from time to time voluntarily update its prior forward-looking statements, however, it disclaims any commitment to do so except as required by securities laws.

For further information:

Investors: Patrick Hughes | + 1 (832) 209 8131 | phughes@next-decade.com

Media: Ashley Helmer | + 1 (281) 249 5453 | ahelmer@next-decade.com 

2

EX-99.2

Exhibit 99.2

September 4, 2018

NextDecade Provides EPC Status Update

Bechtel, Fluor, McDermott Receive Invitations to Bid on Rio Grande LNG EPC Contract

THE WOODLANDS, Texas, USA (September 4, 2018) -- NextDecade Corporation (“NextDecade”) (NASDAQ: NEXT) announced today a status update regarding engineering, procurement, and construction (“EPC”) services for its Rio Grande LNG project (“RGLNG”) in South Texas.

As previously disclosed, NextDecade and McDermott International, Inc. (“McDermott”) planned to sign a lump-sum turnkey (“LSTK”) EPC contract for the construction of RGLNG by the end of 2Q 2018. NextDecade and McDermott have agreed not to execute an EPC contract for the construction of RGLNG. NextDecade and McDermott believe McDermott will have to secure a joint venture partner in order to successfully execute and financially guarantee an LNG project of RGLNG’s size and scope.

To maintain RGLNG’s projected commercial operations date, as early as 2023, NextDecade has launched a competitive EPC bid process. This process will provide NextDecade with front-end engineering and design (“FEED”) verification and a final LSTK EPC contract based on the existing RGLNG FEED, which was completed in late 2017 by McDermott. 

NextDecade received expressions of interest (“EOI”) from multiple EPC contractors to participate in the competitive EPC process. NextDecade reviewed the EOIs against a series of selection criteria to ensure a rigorous competitive EPC bid process. At the conclusion of this review, NextDecade issued formal invitations to bid to Bechtel Corporation,  to Fluor Corporation, and to McDermott. The McDermott invitation stipulates it shall secure  a joint venture partner.

“Our focus remains on selecting an EPC contractor that shares our commitment to safety and is technically and financially capable of successfully delivering the Rio Grande LNG project,” said Matt Schatzman, NextDecade’s President and Chief Executive Officer. “We believe RGLNG’s outstanding location in the Port of Brownsville, access to abundant gas resources in the Permian Basin and Eagle Ford Shale, and decision to use proven technologies – including the APCI C3MR process, Baker Hughes GE rotating equipment, and ABB automation and electrical solutions  – will lead to one of the most competitive greenfield LNG export terminals in the U.S.”

NextDecade anticipates executing a final LSTK EPC contract in 3Q 2019 prior to a final investment decision on the Rio Grande LNG project. 

# # #

1

About NextDecade Corporation

NextDecade is an LNG development company focused on LNG export projects and associated pipelines in Texas. NextDecade intends to develop a portfolio of LNG projects, including the 27 mtpa Rio Grande LNG export facility in Brownsville, Texas and the 4.5 Bcf/d Rio Bravo Pipeline that would transport natural gas from the Agua Dulce area to Rio Grande LNG.  NextDecade’s common stock is listed on the Nasdaq Capital Market under the symbol “NEXT.” NextDecade is headquartered in The Woodlands, Texas. 

Located at the Port of Brownsville in South Texas, NextDecade’s Rio Grande LNG project is expected to be a leader among second wave U.S. LNG projects. NextDecade believes its customers and shareholders will benefit from the project’s experienced leadership, proven approach, and optimal location. NextDecade’s technology selections are expected to foster operational reliability and afford NextDecade’s customers access to reliable, low-cost, abundant natural gas from the Permian Basin, Eagle Ford Shale, and other basins.

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. The words “believe,” “expect,” “intend,” “plan,” “potential,” and similar expressions are intended to identify forward-looking statements, and these statements may relate to the business of the Company and its subsidiaries. These statements have been based on the Company’s current assumptions, expectations, and projections about future events and involve a number of known and unknown risks, which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements. These risks include uncertainties about the Company’s Rio Grande LNG and Rio Bravo pipeline projects and other matters discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and other subsequent reports filed with the Securities and Exchange Commission, all of which are incorporated herein by reference.

Any development of the projects remain contingent upon completing required commercial agreements; acquiring all necessary permits and approvals; securing all financing commitments and potential tax incentives; achieving other customary conditions; and making a final investment decision to proceed.  The forward-looking statements in this press release speak as of the date of this release. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that the expectations will prove to be correct.  The Companymay from time to time voluntarily update its prior forward-looking statements, however, it disclaims any commitment to do so except as required by securities laws.

For further information:

Investors: Patrick Hughes | + 1 (832) 209 8131 | phughes@next-decade.com

Media: Ashley Helmer | + 1 (281) 249 5453 | ahelmer@next-decade.com 

2

EX-99.3

Exhibit 99.3

September 4, 2018

NextDecade Receives FERC

Scheduling Notice for Rio Grande LNG

THE WOODLANDS, Texas, USA (September 4, 2018) -- NextDecade Corporation (“NextDecade”) (NASDAQ: NEXT) announced today that the Federal Energy Regulatory Commission (“FERC”) has issued a notice of schedule for environmental review of NextDecade’s Rio Grande LNG project in South Texas, as well as the associated Rio Bravo Pipeline to originate in the Agua Dulce area.

According to the notice, FERC will issue its final Environmental Impact Statement (EIS) on April 26, 2019, based on issuance of a draft EIS in October 2018. FERC has established a 90-day Federal Authorization Decision Deadline on July 25, 2019.

Assuming a favorable FERC order, NextDecade anticipates a  final investment decision on the project in 3Q 2019.

Rio Grande LNG and Rio Bravo Pipeline regulatory timeline

Section 3(a) & 7(c) FERC Application	May 5, 2016
Draft Environmental Impact Statement	October 2018
Final Environmental Impact Statement	April 26, 2019
Federal Authorization Decision Deadline	July 25, 2019

# # #

1

About NextDecade Corporation

NextDecade is an LNG development company focused on LNG export projects and associated pipelines in Texas. NextDecade intends to develop a portfolio of LNG projects, including the 27 mtpa Rio Grande LNG export facility in Brownsville, Texas and the 4.5 Bcf/d Rio Bravo Pipeline that would transport natural gas from the Agua Dulce area to Rio Grande LNG.  NextDecade’s common stock is listed on the Nasdaq Capital Market under the symbol “NEXT.” NextDecade is headquartered in The Woodlands, Texas. 

Located at the Port of Brownsville in South Texas, NextDecade’s Rio Grande LNG project is expected to be a leader among second wave U.S. LNG projects. NextDecade believes its customers and shareholders will benefit from the project’s experienced leadership, proven approach, and optimal location. NextDecade’s technology selections are expected to foster operational reliability and afford NextDecade’s customers access to reliable, low-cost, abundant natural gas from the Permian Basin, Eagle Ford Shale, and other basins.

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. The words “believe,” “expect,” “intend,” “plan,” “potential,” and similar expressions are intended to identify forward-looking statements, and these statements may relate to the business of the Company and its subsidiaries. These statements have been based on the Company’s current assumptions, expectations, and projections about future events and involve a number of known and unknown risks, which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements. These risks include uncertainties about the Company’s Rio Grande LNG and Rio Bravo pipeline projects and other matters discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and other subsequent reports filed with the Securities and Exchange Commission, all of which are incorporated herein by reference.

Any development of the projects remain contingent upon completing required commercial agreements; acquiring all necessary permits and approvals; securing all financing commitments and potential tax incentives; achieving other customary conditions; and making a final investment decision to proceed.  The forward-looking statements in this press release speak as of the date of this release. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that the expectations will prove to be correct.  The Companymay from time to time voluntarily update its prior forward-looking statements, however, it disclaims any commitment to do so except as required by securities laws.

For further information:

Investors: Patrick Hughes | + 1 (832) 209 8131 | phughes@next-decade.com

Media: Ashley Helmer | + 1 (281) 249 5453 | ahelmer@next-decade.com 

2