0001140361-17-030129.txt : 20170803 0001140361-17-030129.hdr.sgml : 20170803 20170803193838 ACCESSION NUMBER: 0001140361-17-030129 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170724 FILED AS OF DATE: 20170803 DATE AS OF CHANGE: 20170803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bonanno Matthew W CENTRAL INDEX KEY: 0001713094 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 171006584 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: Magid David CENTRAL INDEX KEY: 0001713095 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 171006583 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: Vrattos William C CENTRAL INDEX KEY: 0001713098 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 171006582 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: YORK CREDIT OPPORTUNITIES FUND LP CENTRAL INDEX KEY: 0001460936 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 171006589 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: York European Distressed Credit Fund II, L.P. CENTRAL INDEX KEY: 0001639573 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 171006586 BUSINESS ADDRESS: STREET 1: 190 ELGIN AVENUE, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 345-943-3100 MAIL ADDRESS: STREET 1: 190 ELGIN AVENUE, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: York Credit Opportunities Domestic Holdings, LLC CENTRAL INDEX KEY: 0001713104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 171006587 BUSINESS ADDRESS: STREET 1: C/O YORK CAPITAL MANAGEMENT STREET 2: 767 FIFTH AVE., 17TH FL. CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-300-1300 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 European Distressed Credit Holdings II, LLC CENTRAL INDEX KEY: 0001713840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 171006585 BUSINESS ADDRESS: STREET 1: C/O YORK CAPITAL MANAGEMENT STREET 2: 767 FIFTH AVE., 17TH FL. CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-300-1300 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 Credit Opportunities Investment Master Fund, L.P. CENTRAL INDEX KEY: 0001713086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 171006588 BUSINESS ADDRESS: STREET 1: C/O YORK CAPITAL MANAGEMENT STREET 2: 767 FIFTH AVE., 17TH FL. CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2123001300 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 171006590 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 3 1 form3.xml FORM 3 X0206 3 2017-07-24 0 0001612720 NextDecade Corp. NEXT 0001480532 York Capital Management Global Advisors, LLC 767 FIFTH AVENUE 17TH FLOOR NEW YORK NY 10153 true true 0001460936 YORK CREDIT OPPORTUNITIES FUND LP C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true true 0001713086 York Credit Opportunities Investment Master Fund, L.P. C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true true 0001713104 York Credit Opportunities Domestic Holdings, LLC C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true true 0001639573 York European Distressed Credit Fund II, L.P. C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true 0001713840 York European Distressed Credit Holdings II, LLC C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true 0001713094 Bonanno Matthew W C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 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 69002529 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). Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 3 is the second of two Forms 3 being filed relating to the same event. The Form 3 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 3 to a maximum of ten Reporting Persons. Each Form 3 will be filed by Designated Filer York Capital Management Global Advisors LLC. York Capital Management Global Advisors, LLC, By: /s/ Richard P. Swanson, Title: General Counsel 2017-08-03 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, 17th Floor
 
New York, NY 10153
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
July 24, 2017

Footnotes to Form 3

(1) This statement is being filed by the following Reporting Persons in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated April 17, 2017, by and among Hamony Merger Corporation, Harmony Merger Sub, LLC, NextDecade, LLC and certain members of NextDecade, LLC and entities affiliated with such members (the “Merger Agreement”): York Capital Management Global Advisors LLC (“YGA”); York Capital Management, L.P. (“York Capital”); York Select, L.P. (“York Select”); York Select Master Fund, L.P. (“York Select Master”); 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”); York Select Investors Master Fund, L.P. (“York Select Investors”); Dinan Management, L.L.C. (“Dinan Management”); York Select Domestic Holdings, LLC (“York Select Domestic Holdings”); 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) YGA is the sole managing member of Dinan Management, which in turn is the general partner of each of York Capital, York Credit Opportunities, York Credit Opportunities Master, York European Fund, York Multi-Strategy and York Managed Holdings. YGA is the sole managing member of York Select Domestic Holdings, which in turn is the general partner of York Select, York Select Investors and York Select Master.  YGA is the sole managing member of York Credit Opportunities Domestic, which in turn is the general partner of York Credit Opportunities.  YGA is the sole member of York European Holdings, which in turn is the general partner of York European. 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.

(3) Represents 11,031,460 shares directly held by York Capital (including 1,807,584 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 14,033,692 shares directly held by York Credit Opportunities (including 2,303,585 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 4,610,842 shares held directly held by York Select (including 728,555 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 15,046,613 shares directly held byYork Credit  Opportunities Master (including 2,441,678 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 3,005,863 shares directly held byYork European (including 487,774 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 16,166,021 shares directly held by York Multi-Strategy (including 2,623,329 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 1,057,181 shares directly held by York Select Investors (including 171,553 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 4,050,857 shares directly held by York Select Master (including 657,350 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones).

(4) Each of the Reporting Persons disclaims beneficial ownership of the shares 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 Credit Opportunities Fund, L.P.
   
Address of Joint Filer:
c/o 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 Event Requiring
  
Statement (Month/Day/Year):
July 24, 2017
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Credit Opportunities Fund, L.P.
By: Dinan Management, L.L.C., its general partner



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


August 3, 2017
Date
Page 1 of 8

Exhibit 99.2


Joint Filer Information


Name of Joint Filer:
York Credit Opportunities Investments Master Fund, L.P.
   
Address of Joint Filer:
c/o 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 Event Requiring
  
Statement (Month/Day/Year):
July 24, 2017
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Credit Opportunities Investments Master Fund, L.P.
By: Dinan Management, L.L.C., its general partner

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


August 3, 2017
Date


Page 2 of 8

Exhibit 99.2


Joint Filer Information


Name of Joint Filer:
York Credit Opportunities Domestic Holdings, LLC
   
Address of Joint Filer:
c/o 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 Event Requiring
  
Statement (Month/Day/Year):
July 24, 2017
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Credit Opportunities Domestic Holdings, LLC
 

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


August 3, 2017
Date

Page 3 of 8

Exhibit 99.2


Joint Filer Information


Name of Joint Filer:
York European Distressed Credit Fund II, L.P.
   
Address of Joint Filer:
c/o 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 Event Requiring
  
Statement (Month/Day/Year):
July 24, 2017
   
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 P. Swanson
Name:
Richard P. Swanson
Title:
General Counsel


August 3, 2017
Date

Page 4 of 8

Exhibit 99.2


Joint Filer Information


Name of Joint Filer:
York European Distressed Credit Holdings II, LLC
   
Address of Joint Filer:
c/o 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 Event Requiring
  
Statement (Month/Day/Year):
July 24, 2017
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York European Distressed Credit Holdings II, LLC


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


August 3, 2017
Date

Page 5 of 8

Exhibit 99.2


Joint Filer Information


Name of Joint Filer:
Matthew Bonanno
   
Address of Joint Filer:
c/o 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 Event Requiring
  
Statement (Month/Day/Year):
July 24, 2017
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

 

/s/ Richard P. Swanson
Name:
Matthew Bonanno by Richard P. Swanson, General Counsel
Title:
Partner and Co-Head of North American Credit


August 3, 2017
Date

Page 6 of 8

Exhibit 99.2


Joint Filer Information


Name of Joint Filer:
David Magid
   
Address of Joint Filer:
c/o 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 Event Requiring
  
Statement (Month/Day/Year):
July 24, 2017
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:
 

/s/ Richard P. Swanson
Name:
David Magid by Richard P. Swanson, General Counsel
Title:
Research Analyst


August 3, 2017
Date

Page 7 of 8

Exhibit 99.2


Joint Filer Information


Name of Joint Filer:
William Vrattos
   
Address of Joint Filer:
c/o 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 Event Requiring
  
Statement (Month/Day/Year):
July 24, 2017
   
Designated Filer:
York Capital Management Global Advisors, LLC


Signature:
 

 
/s/ Richard P. Swanson
Name:
William Vrattos, by Richard P. Swanson, General Counsel
Title:
Partner and Co-Chief Investment Officer

August 3, 2017
Date

 
 
Page 8 of 8