0001140361-19-000258.txt : 20190103 0001140361-19-000258.hdr.sgml : 20190103 20190103165705 ACCESSION NUMBER: 0001140361-19-000258 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190103 DATE AS OF CHANGE: 20190103 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: 19506533 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: 19506534 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: 19506535 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: 1000 LOUISIANA STREET STREET 2: 39TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7135741880 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: 39TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Harmony Merger Corp. DATE OF NAME CHANGE: 20140703 4 1 form4.xml FORM 4 X0306 4 2018-12-31 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 2018-12-31 4 D 0 2805352 D 60678548 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). 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 Name: Richard Swanson Title: General Counsel 2019-01-03 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):
December 31, 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 Select Strategy Master Fund, L.P. (“York Select Strategy”); York Select Domestic Holdings LLC (“York Select Domestic Holdings”); 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 shares forfeited to the Issuer for no consideration when a certain milestone was not achieved pursuant to that certain Merger Agreement, 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”), which includes: 451,896 shares forfeited by York Capital, 575,896 shares forfeited by York Credit Opportunities, 610,419 shares forfeited by York Credit Opportunities Master, 389,365 shares forfeited by Select Strategy; 121,944 shares forfeited by York European Fund, and 655,832 shares forfeited by York Multi-Strategy.

(3) Represents 9,692,872 shares directly held by York Capital (including 451,896 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 12,327,820 shares directly held by York Credit Opportunities (including 575,897 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 8,550,786 shares held directly held by York Select Strategy (including 389,364 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 13,238,768 shares directly held by York Credit Opportunities Master (including 610,420 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 2,644,666 shares directly held by York European Fund (including 121,943 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 14,223,635 shares directly held by York Multi-Strategy (including 655,833 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; York Select Domestic Holdings, which in turn is the general partner of York Select Strategy; 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.


 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):
December 31, 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

January 3, 2019
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):
December 31, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

Dinan Management, L.L.C.

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

January 3, 2019
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):
December 31, 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

January 3, 2019
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):
December 31, 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

January 3, 2019
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):
December 31, 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

January 3, 2019
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):
December 31, 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

January 3, 2019
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):
December 31, 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

January 3, 2019
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):
December 31, 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

January 3, 2019
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):
December 31, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ Matthew Bonanno
  
Name:  Matthew Bonanno

January 3, 2019
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):
December 31, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ David Magid
  
Name:  David Magid

January 3, 2019
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):
December 31, 2018
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ William Vrattos
  
Name:  William Vrattos

January 3, 2019
Date