Greetings and welcome to the NextDecade Corporation Investor Webcast. At this time, all participants are in a listen-only mode. A question and answer session will follow a formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce Megan Light, Vice President, Investor Relations. Please go ahead.
Thank you, and good morning, everyone. Welcome to NextDecade's Investor Update Call and Webcast. The slide presentation and access to the webcast for today's call are available on our website at next-decade.com. Today, I am joined by Matt Schatzman, NextDecade's Chairman and CEO. Before we begin, I would like to remind listeners that the discussion on this call, including answers to your questions, contains forward-looking statements within the meaning of U.S. Federal Securities Law. 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. 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's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in NextDecade's periodic reports that are filed with and available from the Securities and Exchange Commission. In addition, discussion on this call includes references to certain non-GAAP financial measures, such as adjusted EBITDA and distributable cash flow. A definition of and additional information regarding these measures can be found in the appendix to our presentation. I will turn the call over to Matt Schatzman, NextDecade's Chairman and CEO.
Thank you, Megan, and thank you all for joining us today. Yesterday, we achieved a positive FID on Train 5 at Rio Grande LNG, our second FID in just over a month. The global market call for incremental LNG infrastructure remains strong, and we now have approximately 30 million tons per annum of LNG production capacity under construction at Rio Grande LNG. Cumulatively, we have now closed over $30 billion of financing to fully fund the construction of Trains 1–5 and common facilities at Rio Grande LNG. We have a strong mix of creditworthy LNG customers across our portfolio, and our capacity is approximately 85% contracted across Trains 1–5. At Train 5, we're pleased to have JERA, the largest power generator in Japan, EQT , one of the largest natural gas producers in the U.S., and ConocoPhillips, a long-time leader in the LNG industry and its foundation customers.
We're particularly proud of the way we financed our Train 5 equity funding commitment, with no material impact to the number of NextDecade common shares outstanding, using $1.3 billion in term loans and just over $230 million in cash from our balance sheet. One of the loans provides us the flexibility to delay draws and the ability to reduce leverage through prepayments as we ramp up Trains and begin generating cash flows. We believe this approach will result in an attractive net leverage position once all five Trains are in steady-state operations. We told the market for a long time that we intended to fund expansion Trains in a way that maximizes distributable cash flow per share, and I believe we have achieved this with the Train 4 and 5 financings.
Even though we are not yet generating cash flow, we have proven we can fund our equity in a way that is repeatable and without major dilution to our shareholders. We are also reaffirming our five Train steady-state production and financial guidance today. After using forecasted NextDecade distributable cash flow ahead of steady-state operations to optimize and transform our capital structure, we project five Train NextDecade distributable cash flow of approximately $800 million per year after the economic interest “flip” in Train 5. We would be remiss to have an investor call without providing an update on phase one construction, which continues to progress safely, ahead of schedule, and on budget. Our EPC partner, Bechtel, has an unparalleled track record for building LNG infrastructure on the U.S. Gulf Coast, and they're doing an incredible job at Rio Grande LNG.
We recently raised the roof on the first and second LNG tanks, continued to rapidly progress structural steel erection across the site, and we're installing major equipment for Trains 1 and 2. The first compressor string with its turbine for Train 1 just arrived on site. Lastly, we disclosed alongside FID yesterday that we've signed a term sheet and are in the process of finalizing a corporate-level financing transaction to convert $50 million of our existing loans to a convertible note and to upsize the balance by $50 million. Once completed, this transaction will provide corporate-level liquidity that can be used for general corporate purposes and the development of Trains 6 through 8, and when combined with our current cash on hand and future Train 4 management services fee paid next year, should provide sufficient liquidity for the company into 2027.
Given our recent accomplishments, I believe the market has been undervaluing the company, particularly from Train 4 FID into Train 5 FID. In my estimation, it's very difficult to justify the stock price ahead of Train 5 FID, even in draconian market pricing scenarios with margins well below long-term contract rates and well below even the most conservative values used among market participants. With five Trains under construction under a fixed-price EPC contract, three additional Trains under development, and the potential for two more, and with an incredibly strong portfolio of long-term LNG customers covering approximately 85% of our capacity, we believe our stock value should be well above the price levels recently seen. I would like to spend a few minutes going into more detail on Train 5. We achieved FID on Train 5 yesterday and issued full notice to proceed to Bechtel.
Train 5, which utilizes the same design as Trains 1 through 4, has an expected LNG production capacity of approximately 6 million tons per annum. Guaranteed substantial completion and data-first commercial delivery, or DFCD, under the Train 5 SPAs is expected in the first half of 2031. We sold 4.5 million tons per annum or approximately 75% of Train 5 capacity under 20-year LNG SPAs with JERA, EQT , and ConocoPhillips. We have a 10% higher ownership in Train 5 than Train 4, and we committed 50% of the equity capital for Train 5. We have an initial economic interest of 50%, which will increase to 70% when our equity partners achieve a certain return. This economic interest “flip” is a one-time step up in our economic interest when a certain threshold is reached, and after the flip, our economic interest will remain higher in perpetuity.
Using the assumptions set in our guidance, we expect this flip to occur in the mid-2030s. We financed the cost of Train 5 with approximately 60% debt and 40% equity at the project level. We're pleased with the all-in cost of approximately $6.7 billion we were able to achieve for our Train 5, thanks to the brownfield nature of our multi-Train site. We expect Trains 4 and 5, and subsequently Train 6, to be among the lowest, if not the lowest, cost Trains to be built in the U.S. for the foreseeable future. Each of these expansion Trains has a brownfield cost advantage because we have a fully mobilized active construction site with identical designs across Trains, which allows us and Bechtel to efficiently move our workforce from one Train to the next and leverage existing experience and learnings from ongoing construction.
Across the industry, costs to build liquefied natural gas infrastructure have increased over the last two years. While Bechtel does an excellent job with procurement and labor management, we've also seen the total cost go up on a per-ton basis for our project. However, because of the infrastructure advantage we have for Train 5 and improvement in SPA pricing we have seen since phase I was contracted, we remain able to achieve Final Investment Decision on an incremental capacity while earning solid returns. We took a similar approach to commercializing Train 5 as we did for Train 4, contracting approximately 75% of the capacity with high-quality counterparties. Across Train 5's SPAs, we have a diverse mix of customers across geographies and customer types, from a large power generator to a long-time leader in the LNG industry and a large U.S. natural gas producer.
As the global liquefied natural gas market continues to grow, we welcome new entrants in new geographies, including U.S. producers that have shown interest in gaining exposure to international gas markets to broaden their portfolios. Beyond our strong customers, we continue to have high-quality counterparties across the entire Train 5 value chain. Our partners in Train 5 are Global Infrastructure Partners, GIC, and Mubadala. We have de-risked construction by working with Bechtel, a preeminent EPC contractor with an unparalleled track record of building LNG infrastructure on the U.S. Gulf Coast on budget and on schedule. Bechtel is constructing our Trains under EPC contracts that are fully wrapped and have a lump-sum turnkey structure. Under these contracts, Bechtel is responsible for engineering, procurement, construction, commissioning, and startup of our LNG Trains and associated infrastructure.
The contracts have guaranteed standards that cover timing, production, ship loading, power consumption, air emissions, and other matters. Following the strategy to design once and build many, we're also utilizing the same established technology across all five Trains. Our Trains utilize Honeywell liquefaction technology, which is used in the majority of liquefied natural gas capacity globally, Baker Hughes compressor strings, and ABB instrumentation. Pipelines to our facility will be constructed by Whistler, a joint venture between WhiteWater, MPLX, and Enbridge. Whistler will build one pipeline for phase one and a second pipeline for Trains 4 and 5. Beyond Train 5, we have a lot of room to organically grow at the Rio Grande LNG site, and expansion Trains can add meaningfully to the future projected cash flows above our current five Train projections.
Additionally, we believe our site location in Brownsville has several key advantages, including access to an uncongested port and waterway, a location on the Gulf Coast that has historically been subject to fewer named storms, access to a large local skilled labor force, and excellent geotechnical conditions. The soil at our site is a sandy loam, and we've experienced no major issues with pilings in our foundation work. One of the largest advantages is our proximity to the Permian and Eagle Ford natural gas resources. We'll be buying most of our gas in the Agua Dulce area, and we believe we are the closest large, reliable, long-term demand outlet for Permian gas, which we expect will give us an economic advantage in gas supply. We are developing and beginning the permitting process for Trains 6 through 8 at the Rio Grande LNG site.
As you can see, Train 6 is being developed adjacent to Train 5 and inside the existing levee at the site. The area that will be Train 6 is currently being used as an equipment laydown area and has an on-site concrete batch plant to support construction. I'm very optimistic about the potential permitting timing for Train 6. We plan to pre-file with FERC for Train 6 this year and file a full application early next year. While time to get a final permit can vary, the current administration and FERC have been very supportive of gas and LNG infrastructure, and we expect that support to continue, which could be beneficial for timelines.
If we could get the permit for Train 6 in 2027, then subject to customer interest, fixed liquefaction fees, EPC costs, and financing, it's not inconceivable that we could achieve FID on Train 6 as early as 2027, and it could begin operating as early as 2032. We are bullish on the administration's stance toward encouraging the development of incremental LNG infrastructure, as well as the commercial market's continued call for incremental LNG infrastructure. We are positioning ourselves to take advantage of these industry tailwinds through our plans to permit and commercialize not only Train 6, but also Trains 7 and 8. The 30 million tons currently under construction at Rio Grande LNG will place us at approximately 5% of global supply in 2032 based on capacity currently operating and under construction.
With the potential for 10 total liquefaction Trains at Rio Grande LNG, which translates to approximately 60 million tons per annum in total LNG production capacity, the site has the potential to be one of the largest LNG production and export sites in the world. When you invest in NextDecade, you're investing in a company that has approximately 5% of global LNG production under construction and embedded organic growth that could double the size of our production. NextDecade is positioned excellently to continue to grow, and we believe the global LNG market will continue to be supportive of incremental liquefaction capacity. We believe the market is underestimating natural gas and LNG demand over the next five to seven years. We expect continued robust global gas demand growth to call for a significant amount of incremental LNG production capacity into 2040.
Global gas demand has grown by approximately 1.8% per year over the past 10 years and grew above this in 2024. If it continues to rise at this 1.8% rate over the next 15 years, then global gas demand will increase by over 30% between now and 2040. We believe that global gas demand growth will continue to be strong, driven by three primary themes. The first two themes are well known and well discussed. First, developing countries need energy to fuel economic growth, building their industrial base, and electrifying their economies, and they continue to look to natural gas to meet these energy needs. Second, the theme of energy security has been discussed at length since the Ukraine invasion. European buyers and Asian buyers alike have recognized that gas, especially flexible LNG, provides secure, reliable, and available energy that drives their economies.
We're now seeing an emerging third theme, which is AI-driven demand. Natural gas has been the clear choice for power developers looking to energize data centers and other AI applications, as it can be delivered more reliably than renewables and more quickly than nuclear. We see these three growth themes manifested in the order books and backlogs of major gas turbine manufacturers like Siemens, GE Vernova, and Mitsubishi, all of whom are experiencing record orders and expanding their production to meet this growing demand. As global gas demand continues to grow, we expect LNG's share of this growth will also increase. From 2015 to 2030, LNG is estimated to supply around 45% of incremental global gas demand, growing from around 10% of global gas demand in 2015 to almost 20% in 2030.
We expect this trend to continue because much of the growth in gas demand is coming from regions that either do not have domestic supply or do not have secure, reliable suppliers of pipeline gas. Based on the amount of potential global gas demand into 2040, the world is going to need a significant amount of incremental LNG infrastructure, and we are well positioned to capitalize on the opportunity for growth through our development of Trains 6, 7, 8 at the Rio Grande LNG site. We know that our LNG customers see a similar compelling demand picture, as evidenced by a continuing strong appetite for long-term LNG contracts, and we expect this to carry forward as we launch the marketing process for Trains 6 early next year. Over the past 15 years, the market has regularly demonstrated an ability to absorb new LNG supply.
Production capacity at Rio Grande LNG will come online in the midst of what we refer to as the third wave of LNG supply in this millennium. During this time, the global LNG market is expected to grow by around 40% or 7% per year, from a little over 400 million tons per annum to around 600 million tons per annum by 2030. Some investors may be worried about the LNG market being in oversupply and softening LNG prices in the short term. The market has been here before, and we think this third wave will be even easier for the market to absorb than the first two waves, with stock pricing remaining relatively strong. We think it's useful to think about market absorption in a relative sense, and this graph shows the year-on-year supply growth relative to the 20-year average growth rate of around 6%.
In the late 2000s, new LNG Trains from Qatar helped to grow the global market by more than 50%, and supply growth in 2010 in particular was the highest percentage growth rate the market has ever seen. The demand pull created by the Fukushima disaster helped to absorb this increase in supply, and prices remained strong. The second wave from 2016 through 2019 was a longer one, brought on by the completion of Australian projects and the start of U.S. LNG buildout. Market absorption during this time was slowed by consumers who were first focused on renewable development at the expense of gas, and then by the fallout from the COVID pandemic.
Since the second wave, importers from the 45+ countries around the world that import LNG have worked hard to build new regas capacity, with more than 1,400 million tons per annum of capacity ready to bring in this next wave of LNG. In addition, the third wave of supply growth that will begin next year has both a lower and smoother amplitude than the previous waves. In fact, it wouldn't take much in the way of project delays, outages, or surprise demand upside to push this third wave back to the average range of growth. Just 10 million tons per annum would move the third wave to the average. By comparison, it would have taken 40 million tons per annum and 20 million tons per annum to move the first and second waves to the average, respectively.
When you factor in the strong demand picture amplified by the new AI-driven demand theme, along with this view of relative market absorption, you get a compelling case that near-term outcomes will be better than many of the industry headlines predict. Forward markets also see a similar story, with LNG spot margins remaining strong well into the 2027 and 2028 timeframe, and we expect that any price impacts through this period will be short-lived. One question we've received since FID of Train 4 is around the margin assumption in our guidance. While our project economics remain robust through a wide range of price environments, we want to share a little bit around why we have chosen our long-term margin assumption.
This graph shows the history over the last 15 years of the spot margins that could have been achieved by a South Texas LNG producer valued at JKM minus our gas cost minus shipping cost. This margin has averaged over $7 per MBtu since 2011 and compares favorably to our $5 guidance. Importantly, our margins aren't just dependent on LNG prices. We also expect a portion of our margin to come from buying gas in South Texas that trades at a discount to the Henry Hub and from running our LNG operations efficiently, such that the fuel consumption from our plant and pipeline is less than 115%. Over the last 15 years, those two factors would have contributed $0.30 per MBtu to our overall margins.
That amount includes a South Texas gas price discount that was significantly smaller than the much steeper discounts we're seeing in today's current and forward markets. Recent gas and plant margin impacts have been stronger, averaging over $0.50 per MBtu over the last four years. We remain optimistic about the LNG market and LNG prices in both the near term and the long term. Now I'll walk you through our Train 5 financing details and reaffirm guidance. Train 5 is fully funded with a total of $6.66 billion in financial commitments closed yesterday alongside FID. At the project level, we funded Train 5 with just over 60% debt, with a term loan and private placement notes totaling just over $4 billion, and $2.57 billion in equity commitments from NextDecade and our equity partners, GIP, GIC, and Mubadala.
On the cost side, Train 5 total project cost of $6.66 billion includes $4.36 billion in EPC costs and $2.3 billion of owners' costs, contingencies, financing fees, interest during construction, and other costs, including an estimated common facilities infrastructure buy-in payment that will be paid to Trains 1 through 4 at Train 5 COD. NextDecade is funding $1.29 billion, or 50% of the equity commitments for Train 5, and we have an initial economic interest of 50% in Train 5, which will increase to 70% when our partners achieve certain returns. Together, GIP, GIC, and Mubadala will contribute the remaining $1.29 billion in equity funding commitments. We believe we optimized the funding of our equity commitments for Train 5 using cash and term loans with no material impact on NextDecade common shares outstanding. We have now financed two Trains without materially diluting our shareholders.
We see value in a back-leveraged approach to financing Train 5 compared to our other options for financing our equity commitment, and our chosen approach maximizes distributable cash flow per share. We contributed $233 million in cash for Train 5 utilizing cash on hand, including $117 million received at financial close of Train 5. Similar to how we structured our equity commitments for Train 4, we earned into a total of $1.33 billion in term loans for Train 5. Over half is delayed draw bank debt, which we call the FinCo loan, and the remaining piece, which we call the Super FinCo loan, was drawn and contributed into the project at FID. We don't expect to draw meaningfully on the FinCo loan facility for the first several years of construction of Train 5 and will only pay LLC fees, not interest, on FinCo until we draw loan balances.
At SOFR plus 350 basis points, the FinCo loan facility is only a premium of 150 basis points above the project-level senior secured credit facility. This is very attractively priced equity capital. Based on our projected equity contributions during construction, we believe the term loans will have an all-in cost of approximately 9% over the life of the instruments. Additionally, the FinCo loan can be paid at any time without penalty, giving us immense flexibility in reducing our leverage as we ramp up Trains, effectively bridging us to a streamlined, steady-state capital structure. In aggregate, our equity commitments for Trains 1–5 total approximately $2.7 billion. We have funded these commitments with approximately 20% cash and 80% term loans. The cash utilized came primarily from a combination of equity issuances and cash received for reimbursement of development expenses and for the management services.
The overall approach to funding our equity commitments for Rio Grande LNG highlights not only our ability to creatively utilize back leverage for the project ahead of the commencement of operating cash flows, but also our ability to deploy equity and cash, resulting in an outcome that maximizes distributable cash flow on a per-share basis. Here you can see a summary of our current capital structure. Beginning at the bottom of the page, we have senior secured non-recourse project finance debt at each Rio Grande LNG entity: phase I, Train 4, and Train 5. Above the project level, we have the FinCo and Super FinCo structures, which were sized on and secured by our interest in the cash flows from Trains 1 through 5. We have a total of $1.46 billion at the FinCo level and $1.2 billion at the Super FinCo level.
Additionally, we have senior secured loans outstanding with $225 million in initial principal at Rio Grande LNG Super Holdings. That is the loan we are currently working on converting $50 million of and upsizing by $50 million into a convertible note. Today, we're reaffirming the financial guidance that we issued in conjunction with Train 4 FID. We expect to produce a total of approximately 3,800 TBtu of LNG between Train 1 ramp-up and five Train steady state operations, which is over the period from 2027 through Train 5 DFCD in the first half of 2031. Approximately one-third of that volume is currently uncontracted, driven primarily by forecast available volumes ahead of DFCD for each Train, as well as the uncontracted volumes after DFCD for each Train, which averages approximately 15% across all five Trains.
Having some open capacity is a natural part of ramping up Trains into steady state operations, and having projected production ahead of DFCD under our LNG SPAs is a great challenge to have. You should assume that we'll manage these uncontracted volumes, and we do not plan to sell all these uncontracted volumes into the spot market. We expect that we'll start to firm up and sell forward some of these expected open volumes as we progress into startup and operations. Quantifying the value that we expect related to this forecasted production, we project that NextDecade's share of Rio Grande LNG project-level distributable cash flow will aggregate to approximately $2 billion of cash flow from the time Train 1 starts up in 2027 through DFCD of the Train 5 SPAs during the first half of 2031.
We expect to use these amounts to optimize our capital structure by paying down a portion of the FinCo and Super FinCo loans related to our Train 4 and 5 equity commitments and refinancing the remaining balances in the debt capital markets ahead of steady state operations. This approach creates a bridge to a simplified steady state capital structure with what we believe are very manageable debt levels. Our guidance assumes that each Train produces around nameplate, which for us is approximately 6 million tons per annum per Train. When we look at the performance of Bechtel constructed Trains over time and the Trains globally that utilize Honeywell liquefaction technology, there tends to be some upside to production through overdesign and debottlenecking. We expect this also to be the case for our Trains, but we have not included any impact from debottlenecking in our guidance.
We have run our guidance utilizing a $5 margin for uncontracted cargoes. We calculate this as international gas price less our cost of gas and shipping. As we discussed earlier on the call, we believe the LNG market will continue to be robust, able to absorb incremental supply, and that over time, pricing will continue to incentivize new supply. This $5 margin includes not just the margin we receive from international gas price differentials, but also the price savings from buying gas in South Texas versus at the Henry Hub and any fuel savings from running our facility more efficiently than 115%. As a result, we forecast annual Rio Grande LNG project-level adjusted EBITDA of approximately $3.7 billion and Rio Grande LNG project-level distributable cash flow of approximately $2.1 billion on a five Train steady-state basis.
Our projections include amortization of 50% of the term loans at the project level, which we believe is a conservative assumption as we prioritize maintaining investment-grade metrics at the project entities. Our guidance reflects our economic interest of up to 20.8% in phase I, initial economic interest of 40% in Train 4 and 50% in Train 5, and an increased post-flip economic interest of 60% and 70% for Trains 4 and 5, respectively. This economic interest flip is a one-time step up in NextDecade's economic interest when the financial investor returns reach a certain threshold, and after the flip, our economic interest will remain at the higher percentages in perpetuity. Using the assumptions set in our guidance, we expect this flip will occur in the mid-2030s for Trains 4 and 5.
Higher production, higher pricing on uncontracted cargoes, lower project spend, and earlier and/or faster ramp-up of Trains would all be positive for the projected flip timing and our projected cash flows. After using NextDecade's projected share of the Rio Grande LNG project-level distributable cash flow ahead of Train 5 DFCD to reduce the outstanding balances of the FinCo and Super FinCo loans, and assuming we refinance the remaining balances in the debt capital markets, we expect NextDecade's share of five Train project distributable cash flow to be approximately $1 billion per year after the flip. After the impact of interest expense from the project projected net leverage and G&A, that results in approximately $800 million of annual NextDecade distributable cash flow after the flip. From Train 5 DFCD until the flip into the mid-2030s, we are projecting approximately $500 million in annual NextDecade distributable cash flow.
While we've worked very hard to get to where we are today and we're proud of what we've accomplished so far in phase one and getting Trains 4 and 5 to FID, that is only part of the value proposition for NextDecade. We've shown that growth can be repeatable. For us, the economic impact of each incremental Train is meaningful, and we intend to continue our momentum into our next stage of expansion. The potential for adding Trains 6–8, which are under development and we currently own 100% of, could substantially add to project-level distributable cash flow by more than approximately $600 million per Train. Cumulatively, at 100% ownership, increasing our capacity by three Trains, or 60%, could potentially increase project-level cash flows by over 85% before the cost of financing our equity commitments through debt transactions and/or equity issuances.
As successfully accomplished on Trains 4 and 5, we will continue to explore ownership structures and financing structures for Trains 6–8 that maximize NextDecade distributable cash flow per share. We are intently focused on making sure the math works for our shareholders. As we construct Trains 1–5 and develop additional capacity, we're doing so with the parameters of the following capital priorities. First and foremost, we will seek to protect the integrity of our assets through effective maintenance to ensure safe and reliable operations. Second, we'll maintain investment-grade metrics for the project-level entities of phase one, Train 4, and Train 5, which is integral to the operations to the projected size of the natural gas supply and transportation portfolio. To do this, we will need to amortize and/or pay down a portion of the project-level debt over the life of our SPAs.
Next, as we have discussed, we will utilize cash flows ahead of steady-state operations to reduce leverage associated with the term loans for our Train 4 and Train 5 equity funding and term out remaining balances in the debt capital markets, effectively creating a bridge to a simplified steady-state capital structure. During steady-state operations, we'll be biased to returning capital to shareholders and will balance those returns with managing net leverage and investing in accretive organic growth opportunities. We expect to provide additional information about long-term capital allocation and capital return plans after operations commence. Thank you for joining the call today. We'll now open up the line for questions.
We are now conducting a question and answer session. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Our first question is from Sunil Sabal with Seaport Global Securities.
Yeah, hi. Good morning, everybody. Congratulations on the FID and all. Thanks for all the details. I just had wanted to start off with one clarification with regard to your comment on minimum equity dilution. Obviously, with some of the corporate credit facility, you've issued some warrants, and I understand that with that corporate credit facility being expanded, there is a $100 million expansion, which has some convertible portion of it. Beyond this, sources of dilution, what other kind of potential sources of dilution we could look at? If you can talk a little bit about the mechanism by which the $600 million SuperF inCos pick, that would be also helpful.
Yeah, as we disclosed in our 8-K, we are working on an arrangement with GA, which we expect to complete prior to the end of this year. We're very confident that transaction, which should allow us to get an additional $50 million in incremental capital raised to provide liquidity in 2027, will be completed. At this point, we don't anticipate any further transactions for the foreseeable future that would result in additional dilution. Obviously, as time goes on, our goal is to try to figure out a way not only to fund our operations pre-cash flow, but also, you know, post-cash flow, as I said about the retirement of some of the debt that we've taken on, do it in a way that is most beneficial to our shareholders and reduces dilution or mitigates dilution as much as we possibly can.
As far as the structure of the $600 million Super FinCo, all of that capital for Train 4 and 5 went in at FID and picks from that point forward.
Okay. You have the ability to, as your commissioning process kicks in, then you will have the ability to stop picking on that component first and then maybe pay off some of the balances on that. My understanding is the way it's structured is first five years, if you, it's kind of, you cannot pay it back unless there are some kind of other additional payments that you have to make if you want to pay it off before that five years. Is that correct?
The layering is, you know, above a project level is FinCo first. FinCos paid first, and there's different percentages based upon where we stand with the balance. Yes, we have the ability to cash pay the interest on the Super FinCo in lieu of PIC. As we said, based on, you know, how we expect this to play out for Train 4 and 5 on the flexibility that we have for FinCo on the draw, as well as utilizing the cash to pay the interest on the Super FinCo in lieu of PICing, we expect the weighted average cost of that capital to come in around 9% over those periods.
Understood. On the phase I construction, I think you mentioned in your prepared remarks that construction is going ahead of schedule. Could you talk a little bit about what are some of the next kind of milestones we should be looking for with regard to completing the construction on phase one?
Yeah, as I said in my comments, we actually got the first compressor string for Train 1, which includes turbines, delivered to the site just recently. We expect the next string to come in pretty soon as well. I think as you know, we provide pictures in our quarterly updates, you can also see some of the stuff with FERC filings. You can see the progress that's occurring at the site. It is fairly substantial. We've already been erecting quite a bit of steel in Train 3, stringing pipeline into the pipe racks. You saw that we've already raised the roof on the second tank. The jetty work is going extremely well. It's really kind of hard to say there's a milestone here. Bechtel is absolutely doing incredibly well across all phases of the construction.
Everything is on track, if not, you know, slightly ahead of schedule, which is really good to see. As we move into Train 4 and 5, you should expect to see, you know, fairly substantial construction movement on those starting next year. We're doing a lot of work around the Train 4 and 5 site around testing the soil conditions. Bechtel will start moving a lot of the materials that are being used for laydown out of those areas into other laydowns that we already have set up. We will start seeing foundation work starting on Train 4, and once completed there, you'll start seeing the foundation work starting on Train 5, which I expect to see that next year. Then steel, you know, erecting steel as well. I think you'll see it in the pictures. You can compare it to other projects. It's going extremely well.
We've had, at this point, no disruptions on the supply chain.
Understood. My last question was on the further commercialization of future Trains. I think you mentioned that you'll start the marketing on Train 6 in early 2026. I'm kind of curious, in terms of macro factors, what should we be watching for you to be really aggressive in that market? Obviously, there are a few other U.S. LNG projects which seem like they have moved the timeline considering some near-term uncertainty or softness they may be seeing in the market. I'm just curious, from your perspective, how do you see, in the next six to eight months, what kind of macro data points you are watching for? Thanks.
Sure. Thanks for the questions. I don't think people are moving. If people are moving because of softness in the market, that's not what we're seeing. I think a lot of folks are moving because they don't have a handle on their cost structure and perhaps, under the contracts they entered into over the past year and a half, two years, are unable to justify the economics based on the costs they're now faced with. You all can see, based on the information we provided in our decks, that the levels of our SPA for Train 4 and 5 were definitely much healthier than phase one, and I would expect to see the price moving up.
As I mentioned in my comments and you've seen in our slide deck, the advantages of brownfield, especially for Train 6, are apparent, and we believe the cost of that train, along with 4 and 5, will be the lowest that people will see in the foreseeable future. I think that gives us an advantage, not just to our competition, but especially to the greenfield, and also in our ability to get these projects off, not at lower prices, but at prices that we think are justified by the increased costs that we're seeing in the marketplace. We did that for 4 and 5. We were patient. We've got a phenomenal customer base. This project's very, very attractive.
We've delivered on our promises to our customers, to our investors, to our shareholders, and I think that that's going to pay huge dividends for us as we attract more market next year. I'll just finish by saying, coming out of Train 5, we had a lot of people interested in buying that capacity, and they're lined up to buy more out of Train 6. We're just not ready to offer it. We've got a little more engineering work to do to get our arms around what the costs are going to be. We don't want to sell too soon. When we sell liquefied natural gas, we like to sell it in a fashion that we're not renegotiating the prices. You should see us hopefully entering into contracts sometime later next year, definitely into early 2027.
A lot of this is going to be subject to the timing and the permit timing. I feel really good about our ability to get the applications in as soon as we possibly can. As I said earlier in my comments, I'm very optimistic about the timing with FERC. I think it could be record time for these projects. If that, as far as permitting, and if that happens, then we can move very quickly. We can get everything lined up, and it'll be good for our customers, and it'll be great for our shareholders.
Got it. Thanks, Matt. Congratulations on getting Train 5 done in an efficient manner.
Thank you.
Our next question is from Alexander Bidwell with Webber Research.
Appreciate the time, guys. I believe you touched on this earlier, but from a modeling perspective, how should we think about the spend cadence on Train 4 and Train 5?
The capital spend, you're saying how much we expect to spend? Did you just, yeah, I think we just, did we lose him? Not really sure if I understood the question. How do we?
I think he was in the spending cadence.
I don't want to speculate. If he can rejoin, he can maybe provide some clarification on what the question was.
Our next question is from Craig Scheer with Two Brothers Investment.
Hey, Craig.
Hi. Good morning. Thanks for doing the call and congratulations. I want to follow up on your comments about contracting. I think the average pricing for T4, T 5 would indicate around $2.5 fixed fees. You mentioned pricing trends, given inflation and everything else, continue to rise. As you look towards Train, am I reading that correct? As we look towards Train 6 contracting, are we still thinking, especially since you have full control of it, are we still thinking to stay with all 20-year SPAs, or could we start as a more mature operation to get a little more of a mix, at least with part of the portfolio?
As far as the, we haven't disclosed the specific pricing of our LNG contracts, but we have provided some detail about the fixed fees for all of our Trains, and specifically, we've broken out 4 and 5. Your back-of-the-envelope calculation doesn't seem too far off to me. As far as the future, Craig, we're going to continue to try to maximize value for the shareholders, and I think part of that is keeping the cost down as low as possible on these Trains. If we start moving towards 10-year contracts, that's going to decrease the amount of project-level debt, which means more equity, and more equity is going to be more expensive. I see us probably continuing in the same vein where we contract at least 75% under long-term contracts. Depending on how healthy the market gets, you know, where long-term LNG prices go, we could end up contracting more.
I don't see us going below that 75% level, not at least right now. The reason for that is the only way I think we can go lower is if the cost of these projects got cheaper. As I've said, I don't see that happening anytime soon. I see prices for equipment going up. As I've said in the past to you, I think in our fireside chat, especially around the power equipment as we're competing with the electrification and AI that I mentioned in our comments, it's definitely getting more expensive. Our advantage is because we're building all this at the same site, especially Train 6, where we are building an inside levy and benefiting from all the work that we've done before, as well as the commercial arrangements that we have that can help supply this facility.
Great. Let me pick up on that because I did want to ask about some of the prospective tailwinds that aren't included in guidance. I guess I wanted to get at, one, I mean, your already prepared remarks mentioned Bechtel has a great history in the industry. It's not uncommon for them to bring Trains on a quarter or two early versus initial commitments. The thing is, on a five Train portfolio, that has domino effects. Like Train 5 could be online one to two years early if they do that for all the Trains. In addition to your point, Train 6 inside the levy would have to have some shared infrastructure payments for the first five Trains. All this would obviously impact the rate of returns and the timing of the equity flips to 60% and 70% for Train 4 and Train 5.
Could you opine about your thoughts about, you know, is this an outlier or a distinct possibility? Relative to the mid-2030s, these kinds of drivers could, what, maybe accelerate the flips a couple of years? Is that unreasonable?
Look, our guidance does not assume any extra normal type of situation like you're suggesting. I'll answer your question this way. We could see better economics related to the flip if we see higher margins during those early periods. Absolutely, if Bechtel is able to deliver these Trains earlier and we get additional volume, that's beneficial. We also benefit if we're able to build these Trains without utilizing all of our contingency because that's capital that has been committed, but if it's not deployed, it obviously boosts the returns of our partners as well as ourselves. There are a lot of different opportunities for us to potentially boost the returns and accelerate that flip. As I mentioned in my comments, we've not considered any additional production that could come out of these Trains due to their hydraulic capacity or debottlenecking.
We'll know more about that as we start ramping up Train 1 and we see what's possible. There is a lot of upside to your point. Speculating on how that's going to impact our guidance, where we've said the flip is in the mid-2030s, is based on how big each of those things could be. Obviously, the biggest factor is some event that potentially could generate much, much higher margins than what we're projecting at $5. As we've shown over the last 15 years, things like that happen. They tend to happen in this world. I think we all probably feel like with what's happened in Ukraine, what's happened in the Middle East, the continued antagonism out of Russia into Eastern Europe, the world is not getting less volatile. It tends to be getting more volatile.
I think a surprise upside associated with some sort of global disruption to the LNG business with some of the suppliers around the world or increased demand associated with this AI buildout and the electrification that we see coming by this massive backlog in gas turbines, a lot of this stuff is not factored in and could surprise many of us to the upside. I'll just reiterate what I said in my comments because I think it's really important for people to look at that slide where we're showing the three waves. I said, and I think this is really, really important, even though the market's going to be 600 million tons nearly by 2030, to get back to that average only requires a loss or an increase of demand by 10 million tons per annum. That's nothing.
10 million tons is less than 3% of the global market. To have that same sort of impact in the second wave, and the first wave was 20 million tons and 40 million tons, like 10% of the market, you know, in the second wave, and I don't even know how big it was. It was a huge amount of the first wave because we were pretty small back in 2005, 2006. It doesn't take much. Even though everyone's afraid of this big number that's coming, we're a much, much bigger market than we used to be, and LNG is playing a much larger role in global gas demand growth than it did in the past. It's accelerating. It's absolutely accelerating. I think everyone's going to be surprised.
I wouldn't be shocked if we start seeing some new analysis coming out of, you know, the pundits and the various consultants that do these reports starting to realize the situation. The last thing I'll say is, you know, we came out of the 2020 to 2023, 2024 timeframe, time before Trump was elected, with a notion that everything's got to go to net zero, we got to, and gas demand was going to have to fall off the face of the earth by, you know, starting in 2035 and 2040. That impacted customers' willingness to buy liquefied natural gas on a long-term basis. It also impacted their ability to go and build gas-fired generation due to policy decisions. Everyone's focused on trying to do this with renewables.
I think another thing that we're seeing, because this isn't all AI-driven, IEA predicts 10% of the global power demand growth is AI. The other 90% is industrialization, commercial, residential, etc. I think that a lot of this turbine backorder, it's real power generation, and it's pent-up demand that was slowed down by policy decisions from 2020 to 2025, trying to get people to commit to net zero policies, which are unattainable at this point, and a refocus on energy security following the Russian invasion of Ukraine. This is a major change, and AI merely amplifies that. We're seeing this just happen over the past 12 to 14 months. Much of this has yet to play through a lot of people's analysis of what demand's really going to look like.
This wave, it's merely a small swell that is easily going to be flattened, if not become a dip, if we see this demand come. If there's a disruption or projects, you know, get delayed, which, you know, knock on wood, outside of the U.S., most of the U.S. projects we see happen regularly with the international projects, I think people are going to be super, super surprised. Lastly, I'd say I don't think we're the only ones that think this. I think our customers believe this too, regardless of what you hear. Otherwise, they wouldn't be buying this stuff from us because my cost for my excess cargoes is a lot cheaper than the cost of their long-term contracts. They need to get that number that you were throwing around. They have to achieve something greater than that in order to have a positive margin. They believe that.
The market itself, the spot market itself on the forward curve, is trading above those long-term contract levels right now in the face of what everybody keeps thinking is going to be coming, this massive wave. It is not a massive wave. It is a large number on top of a very, very large number now. It is not a large number on top of a small number or a medium-sized number like the second wave. People need to start realizing this is far, far different than what we experienced in the 2015 to 2020 timeframe.
Understood. Last one for me. Yeah, I agree with everything you said and note that you and the board are not just talking your book. You've had some insider buying in the shares of late. One thing that we've taken note of is weaker crude pricing and wondering if you have any thoughts on the margin about expectations or how to deal with your phase one Brent contract.
I think I've told you and I've told other investors, I'm bullish oil prices. I think that a lot of the bearishness in oil early on was associated with EV penetration. We're seeing that slow down dramatically, not just in the U.S., losing the subsidies. You're seeing it in China. You're seeing it in Europe. You're seeing auto manufacturers taking massive write-offs because people are not ready for electrification of vehicles. I think that put a little bit of a damper on longer-term oil pricing first. This is kind of the same story, second chapter of the net zero kind of movement, which dampened gas demand, I think, for a few years because of policies. I think the same thing is happening for crude oil due to EV proliferation, which is not going to be anywhere near what people project.
The world's just not ready to take 40 minutes to charge their, to fuel their vehicle. It's just not ready for that. Furthering that is, where are we going to get the materials? Where are we going to get the rare earths that are required for all this? Let's see how things pan out with the trade discussion between China and the U.S., but the world is heavily reliant on one country for a lot of the materials to do this. I think you're going to see not only the renaissance for natural gas, which is already happening, I think you're going to see demand for crude oil, vis-a-vis refined products, last much, much longer than anyone expected. That is overlaid with production, much of it, thank God, for the Permian Basin keeping a lid on prices with all the turmoil that we've had.
You do have fairly substantial decline rates, and I think you're going to see a resurgence here in the next few years. I don't think that's just my view. I think that's shared by a lot of people out there. I think it's reflective of the fact that we are in kind of a contango market, which obviously seems to be more bearish from a trade perspective. I don't think anyone's willing to put their money on shorting the back end of the curve just yet.
Understood. Thank you very much.
Thank you.
Our next question is from Mike Weber with Weber Research.
Hey, Mike.
Hey, guys. How are you?
Good.
Alec was having some technical difficulties, but you know I'm always lurking around in the back of these calls like Bigfoot, so I figured I would hop on. Matt, I appreciate the color. I had a couple here on a couple of technical ones and a couple on market balance. I know you spent some time kind of walking through your thoughts on kind of long-term balances and inflection points and demand absorption. From here, right, you guys are in a pretty good spot, right? You've got your five Trains contracted. Six Train is further out, and presumably that's tethered to generating cash off the first three to deleverage a bit and free up some funding mechanisms. That's far enough out. From here, you've got some leverage, you've got some tools to play with in terms of maximizing the profitability of that merchant book.
I know in one of your answers you gave to a previous question, I think you were referencing the contracts that would be needed to underwrite a new Train. In terms of how you think about contracting and deploying that merchant book, we've seen some seven-year deals with pricing presumably north of $3. How do you think about attacking that merchant book today? Is it worthwhile to start to be a little aggressive here with some shorter durations from an LNG perspective, be it 7 to 10 years, to lock in some premium pricing relative to the 20-year and really kind of lock in your ability to refinance that debt quickly?
Yeah. Thanks for the question. Again, until we're operating Train 1, we really need to be mindful of the fact that we sold a lot of the phase I capacity, over 90% of the nameplate. We don't have that much volume left over, and we do have a lot of firm customers that are relying on that LNG. We have more capacity, obviously, available in Train 4 and 5, and that's 2030/2031. All that's after the period that everyone seems to be really concerned about. I think the focus, Mike, now is really around those early cargoes, Train 1 to Train 5, which we're going to be utilizing to help buy down the debt that we're putting on. We are really hyper-focused on that.
I would expect us to start looking at trying to pare down some of that position at reasonable levels to start building a good cash base, but do it in timeframes that we feel confident the LNG is going to be produced. I don't want to sell anything too soon, have some disruption. You definitely don't want to be short in this market for all the reasons I said. It's pretty tight out there. As much as people think, getting below that average line is not going to be that hard, and I don't want to be caught short. I think we're not going to be ultra, we're definitely not going to be aggressive, but we're also not going to be super conservative. I think we're going to basically play this and do it very intelligently. We'll be working with our partners. It's not just our decision.
We're working with our partners on this to determine the best strategy forward. In summary, focus on that, was it 1.275 TBtu that we're long between Train 1 and Train 5 and focusing on kind of layering in, taking some of that risk off and making sure the cash is there. The stuff that's in the blue bars is all fixed fees. It's already locked in. It's taking some of that orange bar and starting to lock it in. I don't know if we'll be doing it for three to, you know, we can't be doing it for three to five years because it only lasts for a couple of years anyway. Then we'll kind of start thinking about, do we want to sell a little more of Train 4 and 5 because we do have some firm capacity that we're comfortable doing?
We have probably 0.9 million tons in Train 4 and a million tons in Train 5. If the opportunity presents itself in a good, medium-term deal, I could definitely see us taking advantage of that. If somebody comes to us in the short term and wants to do something that we think is just great because they have our views that this market may be kind of oversold at this point and that the market's going to probably rebound, we'll actually look at that too. That's why I said in my comments, people shouldn't assume that we're just going to wear this spot risk 100%. By the same token, I don't ever see us 100% contracting our capacity. I think that would be way too aggressive because we want to support our long-term customers. We don't want to oversell this to a period where they're not getting their LNG.
I believe it's important to be a reliable supplier that gives us the ability to go sell this Train 6, 7, and 8. That's a huge value uplift. Shareholders,
The last thing you want to do is start irritating your customers because you're not delivering under your long-term contracts. That's kind of the strategy. I think you've seen this before from one of our major competitors, one that we tend to follow a similar type of structure with. I think they've done a great job. I see us kind of following in their footsteps. Maybe up to 90% contracted, that's what we did in phase one. I see that kind of as a peak. 85% right now seems to be a good mix, somewhere between those two.
Yeah.
80 to 80.
Yeah. I was going to mention CMI being probably the best comp for that, over time. It just, in terms of it, but again, that's far enough out. For the next year plus, right, it's about execution, right? And what you can control. When I think about the cost structure embedded in one and three, but particularly four and five, right, and you look at the guidance you guys gave on that and the owner's contingency, we thought it was certainly accurate, right? If anything, we've seen an influx of reimbursable projects that back weighed a lot of risk. You could tell by looking at the number that they're not going to hit it versus the guidance you guys gave, which looked pretty sober and realistic.
That wider contingency on a relative basis, I believe that was struck probably towards the peak of inflation and the tariff volatility, right, which would work its way back into owner's cost. Would you characterize that owner's contingency as conservative on your part? Is that a tool, is that a lever we should realistically look at as potentially bringing the actual costs that you end up recognizing on those projects towards the bottom end of that range?
Yeah, there's quite a few things in that owner's cost, as I mentioned, including IVCs.
Mm-hmm.
Also the buy-in, you know, from Train 5 to Train 1 through 4. There are certain things in there that I think are, you know, going to get spent. From a contingency perspective, we build our contingency based on what we believe are realistic potential outcomes. Obviously, we try not to utilize all that contingency. We have goals not to use that contingency, but it's there, and we're going to spend it if we need it in order to deliver these projects on time, because that's what the key is, to generate cash flow as soon as you possibly can.
Sure.
I wouldn't spend a lot of time trying to optimize the contingency for Train 4 and 5. I'd spend more time thinking about the potential for this to generate more volume earlier.
Mm-hmm.
I think that, you know, to your point, because we have been tracking extremely well against our phase I, you know, pricing, schedule, etc., you are, I think, hyper-focused and should be on the fact that having Bechtel and a lump-sum turnkey contract, which as a headline tends to be more expensive than a lot of these guys that are doing reimbursable deals, but in the long run, ends up being substantially cheaper. We're just not taking the same risk that a lot of these other guys are taking. I think that in light of the world that we're in today, potential inflation, potential trade wars, potential, you know, disruptions that can occur from that, we like the position we're in. We really, really, you know, are proud that we're able to be one of Bechtel's customers. They are the best of the best.
You know, they obviously have a couple more customers on the Gulf Coast. We are, you know, we're really, really happy with where we ended up with them. Yes, the costs have gone up on a per-ton basis. That's not just the EPC. That's interest rates as well. As you can see from the structure of four and five, the credit spreads, you know, spreads that we have in our loans improved from phase I, which is good.
I have to imagine it was helpful in terms of avoiding dilution and adding the meta-structures you guys were able to add to get to avoid any equity issuance around four and five.
Yeah, it was. Mike, it was $2.7 billion.
Yeah.
I mean.
Yeah, yeah, yeah.
What was our market cap when we FID Train 4? Probably around $2.7 billion, I'm betting. You know, we were at $10.50 or so, maybe. I mean, I think that's something that we just have to keep reemphasizing to our shareholders. If we had gone and done this 100% equity, it's over. You know.
Yeah.
You have to, in order to get that back, you're just going to be buying back shares down the road.
Yeah.
We think this is a better structure, definitely better on a dollar per share basis, you know, our cash flow per share basis. In light of the fundamentals that we see, in light of the back testing we did on our margins and historical look, we think this is the best way to reward our shareholders, to do it this way. With respect to your comment about Train 6, we can do more of this. We don't have to wait to be cash flowing out of Trains 4 and 5 to do Train 6. We've proven that we can actually do this. I think the answer on Train 6, if we can get it done quickly and the market wants it, and we can generate that cash flow, we'll have to see what the final structure looks like because obviously we own 100% of it.
I think that's the massive upside for our shareholders, the organic growth we have built into this site. We don't have to go and buy somebody else or buy. We've got it already lined up to potentially double our capacity. I think that is, I think that's one of the great positives about our company. I hope the shareholders will start and the potential investors will start looking at that very closely.
No, that's helpful. I wanted to come back to something that you referenced to us previously and then on your prepared, or your, I think it was Q and A on the turbine delays and how that's starting to manifest itself or just starting to throughout the industry. Have you, are you to the point where you guys have been quoted delivery timelines on that kit for four and five yet? Regardless almost, do you think that's widening out to the point that you're having to start to see projects actually materially tweak their construction sequencing?
Yes. The schedules to build right now are 100% correlated to their ability to get the equipment that competes with PowerJet: turbines, e-houses, transformers, everything. It's moving farther and farther to the right on the timeline. I said this, I think, when we had our fireside chat, that people who have not locked up their turbines right now are not looking at projects starting up. They're not looking at their projects starting up in 2031. We're already into 2032.
Yeah.
Because those turbines play a role, you know, you have to build stuff around them. They have to be delivered to, in case of Baker Hughes, in a certain timeframe in order for them to put these strings together.
Yeah.
Having a big impact on the timing of major equipment, especially rotating equipment being delivered to LNG projects.
Right.
I don't think that's factored in.
Yeah.
I wouldn't be surprised that some of our competitors who have perhaps slipped their deadlines of FID into next year are starting to realize that based on the discussions they're currently having.
Are you locked in for four and five? Where would you peg the—
Yes.
The delta?
Yeah, we have everything.
What would be expected in the time?
I don't want to get into that, but yes, we locked in our turbines months ago, and that's all set in place. Like I said, if you haven't locked in your turbines months ago, you're already, I'll say it this way. If we hadn't locked in our turbines months ago, what we were hearing, what we were being guided to, is if we didn't lock in then, it would delay them another year. That was.
Okay, that was ex.
Closer to the beginning of the year.
Is it better or is it?
Yeah.
Okay, yeah, so it's about a year.
Yeah.
Okay. Perfect.
We have been looking at.
Yeah.
You know, 2031, 2032 for four and five.
All right.
If we had placed the orders today and we hadn't locked them in, I'm betting that's where we would've been. Much, much longer schedule, which obviously erodes returns.
Mm-hmm.
Right? Because you're having to, but it's taking longer to get things to cash flow.
All right. Matt, I appreciate the time, and thanks for having us on.
Thanks, Mike.
Thank you. There are no further questions at this time. This does conclude today's conference call. You may disconnect your lines at this time. Thank you for your participation.