NextDecade Corporation (NextDecade) (NASDAQ: NEXT) today
announced that it has entered into framework agreements with Global
Infrastructure Partners (GIP) and TotalEnergies (NYSE: TTE) to
enable the final investment decision (FID) for the Rio Grande LNG
project (RGLNG) Trains 1, 2 and 3 (Phase 1) and to provide momentum
for the further development of RGLNG Train 4 and Train 5.
NextDecade, GIP and TotalEnergies have entered into framework
agreements whereby GIP would become a majority investor in Phase 1,
and TotalEnergies would become a 16.67% investor, both subject to
execution of definitive documentation and FID. The agreements are
expected to further provide GIP and TotalEnergies options to invest
in RGLNG Train 4 and Train 5 and options to invest in the planned
carbon capture and sequestration (CCS) project at RGLNG.
In addition, TotalEnergies has agreed to purchase 5.4 million
tonnes per annum (MTPA) of LNG from Phase 1 for 20 years on a free
on board (FOB) basis indexed to Henry Hub and has options to
purchase LNG from Train 4 and Train 5. TotalEnergies has also
agreed to acquire in three tranches a 17.5% common stock position
in NextDecade for an aggregate purchase price of $219.4
million.
The first tranche of $40 million of NextDecade common stock was
issued and sold today at $4.9837 per share. The second tranche of
$110 million will be issued and sold at the same price after FID on
Phase 1. The third tranche will be issued and sold in an amount
such that the combined stock purchases equal 17.5% of the
outstanding common stock of NextDecade after the closing of the
third tranche. The issuance and sale of the common stock in the
third tranche will be conditioned on the approval of NextDecade
shareholders. Based on current estimates, NextDecade expects to
sell approximately 45.1 million shares of common stock in the
aggregate to TotalEnergies at an average price per share of
approximately $4.86.
“This announcement marks a momentous milestone for NextDecade,”
said Matt Schatzman, NextDecade Chairman and Chief Executive
Officer. “We are excited to work with GIP and TotalEnergies on
RGLNG and our proposed CCS project at RGLNG. We are also eager to
grow our partnership with GIP and TotalEnergies focusing on our
shared vision to reduce carbon emissions in the energy sector.”
“With the world increasingly moving toward sustainable
solutions, this partnership among GIP, TotalEnergies and NextDecade
reinforces our shared commitment to helping lead the transition and
shaping of the future of energy,” said Bayo Ogunlesi, Chairman and
Chief Executive Officer of Global Infrastructure Partners. “This
venture marks a critical step in displacing coal usage and upholds
GIP’s commitment to promoting decarbonization, energy security and
energy affordability. Our shared vision with TotalEnergies and
NextDecade, combined with our capabilities, will undoubtedly help
catalyze the development of cleaner energy.”
"We are delighted to join forces with NextDecade and GIP on the
development of this new US LNG project, for which TotalEnergies
shall leverage its extensive experience in LNG and technical
expertise in major industrial project development," said Patrick
Pouyanné, Chairman and CEO of TotalEnergies. “Our involvement in
this project will enhance our LNG capacity by 5.4 MTPA
strengthening our ability to ensure Europe's gas supply security
and to provide Asian customers with an alternative fuel that emits
half as much as coal.”
NextDecade continues to target FID on Phase 1 by the end of the
second quarter with FIDs of its remaining trains to follow
thereafter.
About NextDecade Corporation
NextDecade Corporation is an energy company accelerating the
path to a net-zero future. Leading innovation in more sustainable
LNG and carbon capture solutions, NextDecade is committed to
providing the world access to cleaner energy. Through our wholly
owned subsidiaries Rio Grande LNG and NEXT Carbon Solutions, we are
developing a 27 MTPA LNG export facility in South Texas along with
one of the largest carbon capture and storage (CCS) projects in
North America. We are also working with third-party customers
around the world to deploy our proprietary processes to lower the
cost of carbon capture and storage and reduce CO2 emissions at
their industrial-scale facilities. NextDecade's common stock is
listed on the Nasdaq Stock Market under the symbol "NEXT."
NextDecade is headquartered in Houston, Texas. For more
information, please visit www.next-decade.com.
About Global Infrastructure Partners (GIP)
GIP is a leading independent infrastructure fund manager that
makes equity and debt investments in infrastructure assets and
businesses. GIP targets investments in the energy, transport,
digital infrastructure, and water/waste sectors in both OECD and
select emerging market countries. Headquartered in New York, GIP
operates out of 10 offices: New York, London, Stamford, Sydney,
Melbourne, Brisbane, Delhi, Singapore and Hong Kong. GIP manages c.
US $100 billion for its investors. GIP’s portfolio companies have
combined annual revenues of c. US $80 billion and employ over
100,000 people. For more information, visit
www.global-infra.com.
About TotalEnergies
TotalEnergies is a global multi-energy company that produces and
markets energies: oil and biofuels, natural gas and green gases,
renewables and electricity. Our more than 100,000 employees are
committed to energy that is ever more affordable, cleaner, more
reliable and accessible to as many people as possible. Active in
nearly 130 countries, TotalEnergies puts sustainable development in
all its dimensions at the heart of its projects and operations to
contribute to the well-being of people.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of U.S. federal securities laws. The words
“anticipate,” “contemplate,” “estimate,” “expect,” “project,”
“plan,” “intend,” “believe,” “may,” “might,” “will,” “would,”
“could,” “should,” “can have,” “likely,” “continue,” “design,”
“assume,” “budget,” “guidance,” and “forecast” and other words and
terms of similar expressions are intended to identify
forward-looking statements, and these statements may relate to the
business of NextDecade and its subsidiaries. These statements have
been based on assumptions and analysis made by NextDecade in light
of current expectations, perceptions of historical trends, current
conditions and projections about future events and trends 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 the
execution of definitive documentation in respect of equity
investments by GIP and TotalEnergies in Phase 1; NextDecade’s
progress in the development of its LNG liquefaction and export
projects and CCS projects and the timing of that progress; the
timing of achieving a final investment decision on the Rio Grande
LNG terminal (the “Terminal”); reliance on third-party contractors
to successfully complete the Terminal, the pipeline to supply gas
to the Terminal and any CCS projects; ability to develop NCS’
business though implementation of CCS projects; ability to secure
additional debt and equity financing in the future to complete the
Terminal and CCS projects on commercially acceptable terms;
accuracy of estimated costs for the Terminal and CCS projects;
ability to achieve operational characteristics of the Terminal and
CCS projects, when completed, including liquefaction capacities and
amount of CO2 captured and stored, and any differences in such
operational characteristics from expectations; development risks,
operational hazards and regulatory approvals applicable to
NextDecade's development, construction and operation activities and
those of its third-party contractors and counterparties;
technological innovation which may lessen NextDecade's anticipated
competitive advantage or demand for its offerings; global demand
for and price of LNG; availability of LNG vessels worldwide;
changes in legislation and regulations relating to the LNG and CCS
industries, including environmental laws and regulations that
impose significant compliance costs and liabilities; scope of
implementation of carbon pricing regimes aimed at reducing
greenhouse gas emissions; global development and maturation of
emissions reduction credit markets; adverse changes to existing or
proposed carbon tax incentive regimes; global pandemics, including
the 2019 novel coronavirus pandemic, the Russia-Ukraine conflict,
other sources of volatility in the energy markets and their impact
on NextDecade's business and operating results, including any
disruptions in its operations or development of the Terminal and
the health and safety of its employees, and on its customers, the
global economy and the demand for LNG; risks related to doing
business in and having counterparties in foreign countries;
NextDecade’s ability to maintain the listing of our securities on
the Nasdaq Capital Market or another securities exchange or
quotation medium; changes adversely affecting the businesses in
which NextDecade is engaged; management of growth; general economic
conditions; ability to generate cash; and the result of future
financing efforts and applications for customary tax incentives;
and other matters discussed in the “Risk Factors” section of
NextDecade’s most recent Annual Report on Form 10-K and subsequent
reports filed with the Securities and Exchange Commission.
Additionally, any development of the Terminal or CCS projects
remains contingent upon completing required commercial agreements,
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 NextDecade
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that the
expectations will prove to be correct. NextDecade may 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.
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Global Infrastructure Partners (GIP) Media:
mediainquiries@global-infra.com
TotalEnergies Media Relations: +33 (0)1 47 44 46 99 l
presse@totalenergies.com l @TotalEnergiesPR Investor Relations: +33
(0)1 47 44 46 46 l ir@totalenergies.com
NextDecade Corporation INVESTORS IR@next-decade.com MEDIA
Communications@next-decade.com
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