New Era Opens $100 Million Stock Sale Three Days After Texas Freezes Data Center Permits

The Midland developer locked up 207 megawatts from Vistra for its Odessa campus, took on up to $198.8 million in credit obligations to get it, and still has no tenant.

New Era Energy & Digital Inc. set up a program to sell up to $100 million of its stock on the open market, three days after Texas Gov. Greg Abbott ordered state environmental regulators to stop issuing permits to data centers.

The Midland-based company disclosed the at-the-market offering in a prospectus supplement filed with the Securities and Exchange Commission on Sept. 24. Mizuho and five other banks will sell the shares at market prices on the Nasdaq, where New Era trades as NUAI. They collect up to 3.5% of gross proceeds.

At the Sept. 23 close of $6.99, the full $100 million equals about 14.3 million new shares, on top of 106.5 million outstanding at the end of June.

The money goes to general corporate purposes, including capital spending, working capital and debt repayment. None of it is earmarked.

The permit freeze

On Sept. 21, Abbott directed the Texas Commission on Environmental Quality to halt all permits sought by data centers until the Electric Reliability Council of Texas finishes its audit of data centers in the state’s grid interconnection queues. The Public Utility Commission and the Texas Water Development Board are part of the audit.

New Era told investors that permits for its project, including air permits, may be delayed until the audit is done, with a possible material adverse effect on its timeline.

In August, New Era said it had received construction permits from Ector County and TCEQ approval to begin grading.

The project

The project is Texas Critical Data Centers, a 493-acre campus in Ector County outside Odessa. New Era says the site is designed for more than 1 gigawatt of compute capacity, built in phases, with power delivery beginning as early as the end of 2027. The company has put Phases 1 and 2 at about 757 megawatts combined.

New Era came public through a December 2024 merger with the blank-check company Roth CH Acquisition V Co. under the name New Era Helium. It dropped its natural gas business in the second half of 2025 to develop data centers, and in December 2025 bought out Sharon AI’s 50% stake in the project for $70 million.

The Vistra deal

On Sept. 18, a New Era subsidiary, TCDC PowerCo LLC, signed a 20-year power purchase agreement with Luminant ET Services Company LLC, an affiliate of Vistra Corp. Luminant agreed to supply at least 200 megawatts and up to 207 megawatts. The power comes from Vistra’s 1,180-megawatt natural gas plant in Odessa, from other sources, or from the ERCOT grid.

Luminant’s obligations depend on conditions to be met by Dec. 31, 2027, including a Phase 1 purchase agreement for the substation and related equipment. New Era must post a $116 million letter of credit within 15 business days of signing, and up to $82.8 million more by the date power starts. That is as much as $198.8 million in credit support, roughly double what the stock sale would raise.

Under a separate development framework agreement, New Era will reimburse Vistra for building substations and transmission lines. If the Phase 1 agreement isn’t signed on time and New Era doesn’t pay the construction bills, Luminant’s affiliate can draw up to $116 million against New Era’s credit support. Once power starts, Vistra gets a 5% non-voting stake in the project company.

Vistra also gets a right of first refusal, starting in April 2028, on future onsite generation at the site, and a five-year right of first offer on certain New Era generation and battery storage projects.

“Having firm, contracted power for Phase 1 in New Era’s name is an incredible milestone which we believe materially reduces Phase 1 development risk,” Charlie Nelson, New Era’s chairman and CEO, said in the company’s Sept. 21 announcement.

No tenant

New Era has power under contract and no customer. The filing says the company is prioritizing a direct lease with a tenant and is talking with several prospects, including one it describes as among the world’s largest consumers of AI infrastructure. Any letter of intent would be non-binding.

That is a change in approach. In January, New Era named Primary Digital Infrastructure lead capital partner and co-sponsor, with a role in landing a hyperscale tenant. In August, it said it was in talks with Stream Data Centers on a joint venture. The new filing says New Era may still pursue joint ventures.

The money

New Era reported $84.8 million in cash, cash equivalents and restricted cash at June 30. It has a $290 million term loan facility with Macquarie Group, closed in April, with $270 million undrawn. Only the first $20 million was committed at closing; the rest is subject to conditions.

The filing puts New Era’s net tangible book value at $138.6 million, or $1.30 a share, as of June 30. Buyers paying $6.99 would see about $5.04 a share of dilution, by the company’s own math.

New Era did not say when it will begin selling shares, and it is not required to sell any.