0001140361-18-036281.txt : 20180813 0001140361-18-036281.hdr.sgml : 20180813 20180813205259 ACCESSION NUMBER: 0001140361-18-036281 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180809 FILED AS OF DATE: 20180813 DATE AS OF CHANGE: 20180813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vrattos William C CENTRAL INDEX KEY: 0001713098 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 181014005 MAIL ADDRESS: STREET 1: YORK CAPITAL MANAGEMENT STREET 2: 767 FIFTH AVE., 17TH FL. CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magid David CENTRAL INDEX KEY: 0001713095 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 181014006 MAIL ADDRESS: STREET 1: C/O YORK CAPITAL MANAGEMENT STREET 2: 767 FIFTH AVE., 17TH FL. CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: York Capital Management Global Advisors, LLC CENTRAL INDEX KEY: 0001480532 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 181014007 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-300-1300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NextDecade Corp. CENTRAL INDEX KEY: 0001612720 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 465723951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-403-1874 MAIL ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Harmony Merger Corp. DATE OF NAME CHANGE: 20140703 4 1 form4.xml FORM 4 X0306 4 2018-08-09 0001612720 NextDecade Corp. NEXT 0001480532 York Capital Management Global Advisors, LLC 767 FIFTH AVENUE 17TH FLOOR NEW YORK NY 10153 true true 0001713095 Magid David C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true 0001713098 Vrattos William C C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true Common Stock, $ 0.0001 par value 2018-08-09 4 A 0 56908 A 63483900 I See footnotes Series A Convertible Preferred Stock 7.5 2018-08-09 4 A 0 10142 1000 A 2028-08-09 Common Stock, $ 0.0001 par value 1352267 10142 I See footnotes Warrants 0.01 2018-08-09 4 A 0 154518 A 2021-08-09 Common Stock, $ 0.0001 par value 154518 154518 I See footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). See Exhibit 99.1 for text of footnote (7). See Exhibit 99.1 for text of footnote (8). See Exhibit 99.1 for text of footnote (9). See Exhibit 99.1 for text of footnote (10). See Exhibit 99.1 for text of footnote (11). See Exhibit 99.1 for text of footnote (12). See Exhibit 99.1 for text of footnote (13). See Exhibit 99.1 for text of footnote (14). Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than ten Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of ten Reporting Persons. Each Form 4 will be filed by Designated Filer York Capital Management Global Advisors LLC. York Capital Management Global Advisors LLC By: /s/ Richard Swanson 2018-08-13 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
  
York Capital Management Global Advisors LLC
   
767 Fifth Avenue
   
New York, NY 10153
     
Issuer Name and Ticker or Trading Symbol:
  
NextDecade Corporation [NEXT]
     
Date of Earliest Transaction to be Reported (Month/Day/Year):
  
August 9, 2018

Footnotes to Form 4

(1)  This statement is being filed by the following Reporting Persons: York Capital Management Global Advisors LLC (“YGA”); York Capital Management, L.P. (“York Capital”); York Credit Opportunities Fund, L.P. (“York Credit Opportunities”); York Credit Opportunities Investments Master Fund, L.P. (York Credit Opportunities Master”); York European Distressed Credit Fund II, L.P. (“York European Fund”); York Multi-Strategy Master Fund, L.P. (“York Multi-Strategy”); Dinan Management, L.L.C. (“Dinan Management”); York Credit Opportunities Domestic Holdings, LLC (“York Credit Opportunities Domestic”); York European Distressed Credit Holdings II, LLC (“York European Holdings”); Matthew Bonnano; David Magid; and William Vrattos.

(2)  Represents 10,579 shares paid to York Capital, 13,453 shares paid to York Credit Opportunities, 14,456 shares paid to York Credit Opportunities Master, 15,532 shares paid to York Multi-Strategy, and 2,888 shares paid to York European Fund, in each case, by the Issuer as the drawdown fee pursuant to that certain Backstop Agreement, dated April 11, 2018, by and between YGA and the Issuer, as amended on August 3, 2018 (the “Backstop Agreement”) (filed by YGA as Exhibit 10.15 to Amendment No. 4 to Schedule 13D on August 13, 2018), entered into in connection with a private offering by the Issuer of Series A Preferred Stock (the “Series A Convertible Preferred Stock”) and warrants.

(3) Represents 10,144,768 shares directly held by York Capital (including 903,792 shares issuable pursuant to that certain Agreement and Plan of Merger, dated April 17, 2017, by and among Harmony Merger Corporation, Harmony Merger Sub, LLC, NextDecade, LLC and certain members of NextDecade, LLC and entities affiliated with such members (the “Merger Agreement”) upon the satisfaction of certain milestones), 12,903,716 shares directly held by York Credit Opportunities (including 1,151,792 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 8,940,151 shares held directly held by York Select Strategy Master Fund, L.P. (including 778,729 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 13,849,187 shares directly held by York Credit Opportunities Master (including 1,220,839 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 2,766,610 shares directly held by York European Fund (including 243,887 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 14,879,467 shares directly held by York Multi-Strategy (including 1,311,664 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones).

(4)  YGA is the sole managing member of: Dinan Management, which in turn is the general partner of each of York Capital, York Credit Opportunities Master and York Multi-Strategy; Select Domestic Holdings, LLC, which in turn is the general partner of York Select Strategy Master Fund L.P.; York European Holdings, which in turn is the general partner of York European Fund; and York Credit Opportunities Domestic, which in turn is the general partner of York Credit Opportunities. Mr. Bonnano is a Partner and Co-Head of North American Credit at York Capital and director of the Issuer. Mr. Magid is a Research Analyst at York Capital and a director of the Issuer.  Mr. Vrattos is a Partner and Co-Chief Investment Officer at York Capital and director of the Issuer.

(5) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its or his pecuniary interest.

(6) Subject to certain adjustments as specified in the Certificate of Designations, filed by YGA as Exhibit 10.16 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Certificate of Designations”).

(7)  Represents 1,885 shares Series A Preferred Stock issued  to York Capital (including 1,848 purchased for $1,000 per share and 37 paid as the Origination Fee), 2,397 shares of Series A Preferred Stock issued to York Credit Opportunities (including 2,350 purchased for $1,000 per share and 47 paid as the Origination  Fee),  2,577 shares of Series A Preferred Stock issued to York Credit Opportunities Master (including 2,526 purchased for $1,000 per share and 51 paid as the Origination Fee), 2,768 shares of Series A Preferred Stock issued to York Multi-Strategy Master (including 2,714 purchased for $1,000 per share and 54 issued as an Origination Fee), and 515 shares of Series A Preferred Stock issued to York European Fund (including 505 purchased for $1,000 per share and 10 paid as the Origination Fee), in each case, pursuant to that certain Series A Preferred Convertible Stock Purchase Agreement, by and between YGA and the Issuer, dated as of August 3, 2018, filed by YGA as Exhibit 10.18 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Purchase Agreement”), and in connection with the Backstop Agreement,

(8) Convertible initially into 1,352,267 shares of Common Stock, which represents: 251,333 shares issuable to York Capital upon conversion, 319,600 shares issuable to York Credit Opportunities upon conversion, 343,600 shares issuable to York Credit Opportunities Master upon conversion, 369,067 shares issuable to York Multi-Strategy upon conversion, and 68,667 shares issuable to York European Fund upon conversion, in each case, subject to adjustments, including for dividends, as specified in the Certificate of Designations.

(9) The Issuer has the option to convert all, but not less than all shares of Series A Preferred Stock into shares of Common Stock at a conversion price of $7.50 per share, subject to adjustments as specified in the Certificate of Designations, on any date on which the volume weighted average trading price of Common Stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of $7.50 per share, subject to adjustments and certain terms and conditions.  The Issuer must convert all shares of Series A Preferred Stock into shares of Common Stock at a conversion price of $7.50, subject to adjustments, on the earlier of (i) 10 business days following a FID Event (as defined in the Certificate of Designations) and (ii) August 9, 2028, in each case, subject to adjustments as specified in the Certificate of Designations.

(10) Subject to certain adjustments as specified in the Warrant Agreement, by and between YGA and the Issuer, filed by YGA as Exhibit 10.17 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Warrant Agreement”).

(11) Represents 28,724 warrants issued to York Capital; 36,528 warrants issued to York Credit Opportunities; 39,252 warrants issued to York Credit Opportunities Master; 42,173 warrants issued to York Multi-Strategy; and 7,841 warrants issued to York European Fund; in each case, with the shares of Series A Preferred Stock pursuant to the Purchase Agreement and in connection with the Backstop Agreement.

(12) Exercisable by holder before on August 9, 2021.  Prior to such date, the Issuer can force mandatory exercise if the volume weighted average trading price of shares of Common Stock for each trading day during any 60 of the 90 prior trading days is equal to or greater than 175% of $7.50 per share of Common Stock, subject to adjustments as specified in the Warrant Agreement.

(13) Exercisable initially into an equal number of shares of Common Stock, subject to adjustments as specified in the Warrant Agreement.

(14) The warrants were issued with the Series A Preferred Stock for no additional consideration.


 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Capital Management, L.P.
   
Address of Joint Filer:
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Capital Management, L.P.
By: Dinan Management, L.L.C., its general partner
     
/s/ Richard Swanson
  
Name:
Richard Swanson
  
Title:
General Counsel
  

August 13, 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Dinan Management, L.L.C.
   
Address of Joint Filer:
c/o York Capital Management L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:
  
     
Dinan Management, L.L.C.
  
     
/s/ Richard Swanson
  
Name:
Richard Swanson
  
Title:
General Counsel
  

August 13 , 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Multi-Strategy Master Fund, L.P.
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Multi-Strategy Master Fund, L.P.
By: Dinan Management, its general partner

/s/ Richard Swanson
  
Name:
Richard Swanson
  
Title:
General Counsel
  

August 13 , 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Credit Opportunities Fund, L.P.
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Credit Opportunities Fund, L.P.
By: York Credit Opportunities Domestic Holdings, LLC, its general partner

/s/ Richard Swanson
  
Name:
Richard Swanson
  
Title:
General Counsel
  

August 13 , 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Credit Opportunities Investments Master Fund, L.P.
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Credit Opportunities Investments Master Fund, L.P.
By: York Credit Opportunities Domestic Holdings, LLC, its general partner

/s/ Richard Swanson
  
Name:
Richard Swanson
  
Title:
General Counsel
  

August 13 , 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Credit Opportunities Domestic Holdings, LLC
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Credit Opportunities Domestic Holdings, LLC

/s/ Richard Swanson
  
Name:
Richard Swanson
  
Title:
General Counsel
  

August 13 , 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York European Distressed Credit Fund II, L.P.
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York European Distressed Credit Fund II, L.P.
By: Dinan Management, L.L.C., its general partner

/s/ Richard Swanson
  
Name:
Richard Swanson
  
Title:
General Counsel
  

August 13 , 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York European Distressed Credit Holdings II, LLC
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York European Distressed Credit Holdings II, LLC

/s/ Richard Swanson
  
Name:
Richard Swanson
  
Title:
General Counsel
  

August 13 , 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Matthew Bonanno
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ Matthew Bonanno
  
Name:
Matthew Bonanno
  

August 13 , 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
David Magid
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ David Magid
  
Name:
David Magid
  

August 13 , 2018
Date

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
William Vrattos
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 9, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ William Vrattos
  
Name:
William Vrattos
  

August 13 , 2018
Date