0001140361-18-036268.txt : 20180813 0001140361-18-036268.hdr.sgml : 20180813 20180813191538 ACCESSION NUMBER: 0001140361-18-036268 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: VALINOR MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001401388 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 181013835 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-918-5245 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: VALINOR MANAGEMENT, LLC DATE OF NAME CHANGE: 20070530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. CENTRAL INDEX KEY: 0001452938 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 181013836 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY FUND SERVICES(CAYMAN) STREET 2: CAYMAN CORPORATE CENTER, 27 HOSPITAL RD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: 212-918-5245 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY FUND SERVICES(CAYMAN) STREET 2: CAYMAN CORPORATE CENTER, 27 HOSPITAL RD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Valinor Associates, LLC CENTRAL INDEX KEY: 0001713363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 181013837 BUSINESS ADDRESS: STREET 1: C/O VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVE., 25TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-918-5226 MAIL ADDRESS: STREET 1: C/O VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVE., 25TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gallo David CENTRAL INDEX KEY: 0001601013 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 181013838 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALINOR CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001401387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 181013839 BUSINESS ADDRESS: STREET 1: VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-918-5245 MAIL ADDRESS: STREET 1: VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: VALINOR CAPITAL MANAGEMENT, L.P. DATE OF NAME CHANGE: 20160727 FORMER NAME: FORMER CONFORMED NAME: VALINOR CAPITAL PARTNERS, L.P. DATE OF NAME CHANGE: 20070530 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 0001401388 VALINOR MANAGEMENT, L.P. 510 MADISON AVENUE 25TH FLOOR NEW YORK NY 10022 true true 0001452938 VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. NEW YORK NY 10022 true true 0001713363 Valinor Associates, LLC C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. NEW YORK NY 10022 true true 0001601013 Gallo David C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. NEW YORK NY 10022 true true 0001401387 VALINOR CAPITAL PARTNERS, L.P. C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVENUE, 25TH FLOOR NEW YORK NY 10022 true Common Stock, $ 0.0001 par value 2018-08-09 4 A 0 5075 A 4179590 D Common Stock, $ 0.0001 par value 2018-08-09 4 A 0 14439 A 11891915 D Series A Convertible Preferred Stock 7.5 2018-08-09 4 A 0 905 1000 A 2028-08-09 Common Stock, $ 0.0001 par value 120667 905 D Series A Convertible Preferred Stock 7.5 2018-08-09 4 A 0 2572 1000 A 2028-08-09 Common Stock, $ 0.0001 par value 342933 2572 D Warrants 0.01 2018-08-09 4 A 0 13779 A 2021-08-09 Common Stock, $ 0.0001 par value 13779 13779 D Warrants 0.01 2018-08-09 4 A 0 39205 A 2021-08-09 Common Stock, $ 0.0001 par value 39205 39205 D 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). Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is filed by Designated Filer Valinor Management LP. Valinor Management, L.P. By: /s/ David Angstreich 2018-08-13 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
Valinor Management, L.P.
 
510 Madison Avenue, 25th 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):
August 9, 2018

Footnotes to Form 4

(1) Represents the number of shares paid by the Issuer as the drawdown fee pursuant to that certain Backstop Agreement, dated April 11, 2018, as amended on August 3, 2018, by and between the Issuer and Valinor Management, L.P. (“Valinor Management”) filed by Valinor Management as Exhibit 3 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Backstop Agreement”) and the Issuer entered into in connection with a private offering by the Issuer of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and warrants.

(2) Represents 4,179,590 shares directly held by Valinor Capital Partners, L.P. (“Valinor Capital”) (including 342,892 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).   Valinor Management serves as investment manager to Valinor Capital. David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor Management and is the managing member of Valinor Associates, LLC (“Associates”), which serves as general partner to Valinor Capital.  Each of Valinor Management, Associates and David Gallo may be deemed to beneficially own the securities held by Valinor Capital and each of Valinor Management, Associates and David Gallo disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest.

(3) Represents 11,891,915 shares directly held by Capital Partners Offshore Master (including 975,608 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones).  Valinor Management serves as investment manager to Capital Partners Offshore Master.  David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor Management and is the managing member of Associates, which serves as general partner to Capital Partners Offshore Master.  Each of Valinor Management, Associates, and David Gallo may be deemed to beneficially own the securities held by Capital Partners Offshore Master and each of Valinor Management, Associates and David Gallo disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest.

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

(5) Represents 887 shares of Series A Preferred Stock purchased for $1,000 per share and 18 shares of Series A Preferred Stock paid as the origination fee, in each case pursuant to the Series A Convertible Preferred Stock Purchase Agreement, dated August 3, 2018, filed by Valinor Management as Exhibit 6 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Purchase Agreement”), which are together convertible initially into 120,667 shares of Common Stock subject to adjustments, including for dividends, as specified in the Certificate of Designations.

(6) 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, 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 shares, subject to adjustments and certain terms and conditions, pursuant to the Certificate of Designations.  The Issuer must convert all shares of Series A Preferred Stock into shares of Common Stock at a conversion price of $7.50 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.

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(7)  Represents 2,522 shares of Series A Preferred Stock purchased for $1,000 per share and 50 shares of Series A Preferred Stock paid as the origination fee, in each case, pursuant to the Purchase Agreement, which together are convertible initially into 342,933 shares of Common Stock subject to adjustments as specified in the Certificate of Designations.

(8) Subject to certain adjustments as specified in the Warrant Agreement, dated August 9, 2018, by and between Valinor Management and the Issuer, filed by Valinor Management as Exhibit 5 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Warrant Agreement”).

(9) 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.

(10) Represents warrants issued with the shares of Series A Preferred Stock for no additional consideration, pursuant to the Warrant Agreement and in connection with the Backstop Agreement, which are exercisable initially into an equal number of shares of Common Stock, subject to adjustments as specified in the Warrant Agreement.


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 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Valinor Capital Partners Offshore Master Fund, L.P.
   
Address of Joint Filer:
c/o Valinor Management, L.P.
 
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
  
(Month/Day/Year):
August 9, 2018
   
Designated Filer:
Valinor Management, L.P.

Signature:

Valinor Capital Partners Offshore Master Fund, L.P.

/s/ David Angstreich    
Name:
 David Angstreich   
Title:
 Chief Operating Officer   
       
August 13, 2018
  
Date
  
 

Page 1 of 5
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
David Gallo
   
Address of Joint Filer:
c/o Valinor Management, L.P.
 
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director; 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
  
(Month/Day/Year):
August 9, 2018
   
Designated Filer:
Valinor Management, L.P.

Signature:

/s/ David Gallo    
Name:
David Gallo
    
       
August 13, 2018
    
Date
    

Page 2 of 5
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Valinor Associates, LLC
   
Address of Joint Filer:
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
  
(Month/Day/Year):
August 9, 2018
   
Designated Filer:
Valinor Management, L.P.

Signature:

Valinor Associates, LLC
    
       
/s/ David Angstreich    
Name:
David Angstreich
  
Title:
Chief Operating Officer
  
       
August 13, 2018
    
Date
    
Page 3 of 5
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Valinor Management, L.P.
   
Address of Joint Filer:
c/o Valinor Management, L.P.
 
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported:
August 9, 2018
   
Designated Filer:
Valinor Management, L.P.

Signature:

Valinor Management, L.P.
    
       
/s/ David Angstreich    
Name:
David Angstreich
  
Title:
Chief Operating Officer
  
       
August 13, 2018
    
Date
    
Page 4 of 5
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Valinor Capital Partners, L.P.
   
Address of Joint Filer:
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 Event Requiring
  
Statement (Month/Day/Year):
August 9, 2018
   
Designated Filer:
Valinor Management, L.P.

Signature:

Valinor Capital Partners, L.P.
    
       
/s/ David Angstreich    
Name:
David Angstreich
  
Title:
Chief Operating Officer
  
       
August 13, 2018
    
Date
    


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