0001140361-18-018599.txt : 20180413 0001140361-18-018599.hdr.sgml : 20180413 20180413213953 ACCESSION NUMBER: 0001140361-18-018599 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180411 FILED AS OF DATE: 20180413 DATE AS OF CHANGE: 20180413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bader John M CENTRAL INDEX KEY: 0001713544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 18755386 MAIL ADDRESS: STREET 1: C/O HALCYON CAPITAL MANAGEMENT, LLC STREET 2: 477 MADISON AVE., 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dillow Jason CENTRAL INDEX KEY: 0001713578 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 18755385 MAIL ADDRESS: STREET 1: C/O HALCYON CAPITAL MANAGEMENT, LLC STREET 2: 477 MADISON AVE., 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Halcyon Capital Management LP CENTRAL INDEX KEY: 0001633312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 18755387 BUSINESS ADDRESS: STREET 1: 477 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.303.9400 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Halcyon Management Holdings LP DATE OF NAME CHANGE: 20150210 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 2018-04-11 0001612720 NextDecade Corp. NEXT 0001633312 Halcyon Capital Management LP 477 MADISON AVENUE, 8TH FLOOR NEW YORK NY 10022 true true 0001713544 Bader John M C/O HALCYON CAPITAL MANAGEMENT, LP 477 MADISON AVENUE, 8TH FLOOR NEW YORK NY 10022 true 0001713578 Dillow Jason C/O HALCYON CAPITAL MANAGEMENT, LP 477 MADISON AVE., 8TH FLOOR NEW YORK NY 10022 true Common Stock, $ 0.0001 par value 2018-04-11 4 A 0 24007 A 11061823 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. This Form 4 is filed by Designated Filer Halcyon Capital Management LP. Halcyon Capital Management LP By: /s/ Suzanne McDermott Title: Chief Compliance Officer 2018-04-13 By: /s/ John Freese Title: Senior Corporate Counsel 2018-04-13 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
 
Name and Address of Reporting Person:
Halcyon Capital Management, LP
 
477 Madison Avenue, Eighth Floor
 
New York, NY 10022
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
  
(Month/Day/Year):
April 11, 2018

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons: HCN GP LLC (“HCN GP”), HCN LP (“HCN”), Halcyon Mount Bonnell Fund LP (“Mount Bonnell”), HLTS GP LLC (“HLTS”), Halcyon Energy, Power & Infrastructure Capital Holdings LLC (“HEPI”), First Series of HDML Fund I LLC (“HDML”), HDML Asset LLC (“HDML Asset”), Halcyon Capital Management LP (“Halcyon Capital”), Avinash Kripalani, Jason Dillow, Kevah Konner and John Bader.

(2) HCN GP is the general partner of HCN. HDML Asset is the investment member of HDML.  HLTS is the general partner of Mount Bonnell.  Halcyon Solutions GP, LLC is the general partner of Halcyon Solutions Master Fund, LP (“HSM”). Halcyon Capital is the investment manager for each of Mount Bonnell, HCN, HEPI, HDML and HSM.  Investment decisions of Halcyon Capital are made by one or more of its portfolio managers, including Jason Dillow and Kevah Konner, each of whom has individual decision-making authority.  John Bader is the CEO of Halcyon Capital.  Avinash Kripalani is a Principal at Halcyon Capital and serves on the board of directors of the Issuer as Halcyon’s representative.

(3)  Represents: 2,243 shares payable to HEPI; 14,896 shares payable to HCN; and 6,868 shares payable to HDML, in each case, by the Issuer as the backstop fee pursuant to that certain Backstop Agreement, dated April 11, 2018, by and between Halcyon Capital and the Issuer entered into in connection with a private offering by the Issuer of convertible preferred equity and warrants.

(4) Represents 2,056,880 shares directly held by HEPI (including 313,288 shares issuable pursuant to the 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), 4,807,683 shares directly held by HCN (including 730,789 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 3,116,338 shares held directly held by Mount Bonnell (including 475,160 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 755,757 shares directly held by HDML (including 114,176 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 325,165 shares directly held by HSM.

(5) Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its, his or her pecuniary interest.
 
 
 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2
 
Joint Filer Information
 
Name of Joint Filer:
Halcyon Capital Management LP
   
Address of Joint Filer:
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP

Signature:

Halcyon Capital Management LP

/s/ Suzanne McDermott  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
 
/s/ John Freese  
Name:
John Freese
Title:
Senior Corporate Counsel

April 13, 2018
Date
 
Page 1 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
HCN LP
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
   
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):
April 11, 2018
 
Designated Filer: Halcyon Capital Management LP
 
Signature:

HCN LP
By: Halcyon Capital Management LP, its Manager
 
/s/ Suzanne McDermott  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
   
/s/ John Freese  
Name:
John Freese
Title:
Senior Corporate Counsel

April 13, 2018
Date
 
Page 2 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
HCN GP LLC
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
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):
April 11, 2018
 
Designated Filer: Halcyon Capital Management LP
 
Signature:

HCN GP LLC
 
/s/ Suzanne McDermott  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
   
/s/ John Freese  
Name:
 John Freese
Title:
Senior Corporate Counsel

April 13, 2018
Date
 
Page 3 of 12
Exhibit 99.2
 
Joint Filer Information
 
Name of Joint Filer:
Halcyon Mount Bonnell Fund LP
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP

Signature:

Halcyon Mount Bonnell Fund LP
By: Halcyon Capital Management LP, its Manager

/s/ Suzanne McDermott  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
   
/s/ John Freese  
Name:
John Freese
Title:
Senior Corporate Counsel

April 13, 2018
Date
 
Page 4 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
HLTS GP LLC
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP

Signature:

HLTS GP LLC
 
/s/ Suzanne McDermott  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
   
/s/ John Freese  
Name:
John Freese
Title:
Senior Corporate Counsel

April 13, 2018
Date
 
Page 5 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP
 
Signature:

Halcyon Energy, Power & Infrastructure Capital Holdings LLC
By: Halcyon Capital Management LP, its Manager

/s/ Suzanne McDermott  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
   
/s/ John Freese  
Name:
John Freese
Title:
Senior Corporate Counsel

April 13, 2018
Date
 
Page 6 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
First Series of HDML Fund I LLC
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP

Signature:

First Series of HDML Fund I, LLC
By: Halcyon Capital Management LP, its Manager
 
/s/ Suzanne McDermott  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
   
/s/ John Freese  
Name:
John Freese
Title:
Senior Corporate Counsel
 
April 13, 2018
Date
 
Page 7 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
HDML Asset LLC
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP

Signature:

HDML Asset LLC
 
/s/ Suzanne McDermott  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
   
/s/ John Freese  
Name:
John Freese
Title:
Senior Corporate Counsel
 
April 13, 2018
Date
 
Page 8 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
Avinash Kripalani
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP

Signature:
 
/s/ Avinash Kripalani  
Name:
Avinash Kripalani

April 13, 2018
Date
 
Page 9 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
Kevah Konner
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP
 
Signature:
 
/s/ Kevah Konner  
Name:
Kevah Konner
Title:
Portfolio Manager
 
April 13, 2018
Date
 
Page 10 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
John Bader
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP

Signature:
 
/s/ John Bader  
Name:
John Bader
Title:
CEO
 
April 13, 2018
Date
 
Page 11 of 12
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
Jason Dillow
   
Address of Joint Filer:
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
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):
April 11, 2018
   
Designated Filer:
Halcyon Capital Management LP

Signature:
 
/s/ Jason Dillow  
Name:
Jason Dillow
Title:
Portfolio Manager

April 13, 2018
Date
 
 
Page 12 of 12