0001140361-19-000260.txt : 20190103 0001140361-19-000260.hdr.sgml : 20190103 20190103165845 ACCESSION NUMBER: 0001140361-19-000260 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: Greene John Winand JR CENTRAL INDEX KEY: 0001745466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19506559 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE, 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: 19506560 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: Bardin Hill Investment Partners 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: 19506561 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 Capital Management LP DATE OF NAME CHANGE: 20160323 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: 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 0001633312 Bardin Hill Investment Partners LP 477 MADISON AVENUE, 8TH FLOOR NEW YORK NY 10022 true 0001713578 Dillow Jason C/O BARDIN HILL INVESTMENT PARTNERS LP 477 MADISON AVE., 8TH FLOOR NEW YORK NY 10022 true 0001745466 Greene John Winand JR C/O BARDIN HILL INVESTMENT PARTNERS LP 477 MADISON AVENUE, 8TH FLOOR NEW YORK NY 10022 true Director by Deputization Common Stock, $ 0.0001 par value 2018-12-31 4 D 0 408353 D 9858200 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 Bardin Hill Investment Partners LP. Bardin Hill Investment Partners LP By:/s/ Suzanne McDermott Name: Suzanne McDermott Title: Chief Compliance Officer 2019-01-03 By: /s/ John Freese Name: John Freese Title: Deputy General Counsel 2019-01-03 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
Bardin Hill Investment Partners 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):
December 31, 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”), Bardin Hill Fund GP LLC (“Bardin Hill GP”), Bardin Hill Event-Driven Master Fund LP (“Master Fund”), Halcyon Energy, Power & Infrastructure Capital Holdings LLC (“HEPI”), First Series of HDML Fund I LLC (“HDML”), Bardin Hill Investment Partners LP (“Bardin Hill”), Avinash Kripalani, Jason Dillow, Kevah Konner and John Greene.

(2) HCN GP is the general partner of HCN. Bardin Hill GP is the investment member of HDML and the general partner of Mount Bonnell and Master Fund.  Bardin Hill is the investment manager for each of HEPI, Mount Bonnell, HCN, HDML and Master Fund.  Investment decisions of Bardin Hill are made by one or more of its portfolio managers, including Jason Dillow, Kevah Konner and John Greene, each of whom has individual decision-making authority.  Avinash Kripalani is a Managing Principal at Bardin Hill and serves on the board of directors of the Issuer as Bardin Hill’s representative.

(3)  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: 78,322 shares forfeited by HEPI; 182,697 shares forfeited by HCN; 118,790 shares forfeited by Mount Bonnell; and 28,544 shares forfeited by HDML.

(4) Represents 1,819,671 shares directly held by HEPI (including 78,322 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 4,272,893 shares directly held by HCN (including 182,698 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 2,759,968 shares held directly held by Mount Bonnell (including 118,790 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 676,257 shares directly held by HDML (including 28,544 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 329,411 shares directly held by Master Fund.

(5) Each of the Reporting Persons disclaims beneficial ownership of the securities 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:
Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
Bardin Hill Investment Partners LP
  
   
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer

/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel

January 3, 2019
Date

Page 1 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
HCN LP
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
HCN LP
  
By: Bardin Hill Investment Partners LP, its Manager
   
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer

/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel

January 3, 2019
Date

Page 2 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
HCN GP LLC
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners 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):
December 31, 2018

Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
HCN GP LLC
  
   
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer

/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel

January 3, 2019
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 Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
Halcyon Mount Bonnell Fund LP
By: Bardin Hill Investment Partners LP, its Manager
   
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer

/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel

January 3, 2019
Date

Page 4 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Bardin Hill Event-Driven Master Fund LP
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
Bardin Hill Event-Driven Master Fund LP
By: Bardin Hill Investment Partners LP, its Manager
   
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer

/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel

January 3, 2019
Date

Page 5 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Bardin Hill Fund GP LLC
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
Bardin Hill Fund GP LLC
  
   
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer

/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel

January 3, 2019
Date

Page 6 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 Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
By: Bardin Hill Investment Partners LP, its Manager
   
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer

/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel

January 3, 2019
Date

Page 7 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 Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
First Series of HDML Fund I LLC
By: Bardin Hill Investment Partners LP, its Manager

/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer

/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel

January 3, 2019
Date

Page 8 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Avinash Kripalani
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Avinash Kripalani
  
Name:
Avinash Kripalani

January 3, 2019
Date

Page 9 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Kevah Konner
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
/s/ Kevah Konner
  
Name:
Kevah Konner
Title:
Senior Managing Principal, Chief Risk Officer and Portfolio Manager

January 3, 2019
Date

Page 10 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Jason Dillow
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
/s/ Jason Dillow
  
Name:
Jason Dillow
Title:
Chief Executive Officer and Chief Investment Officer

January 3, 2019
Date

Page 11 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
John Greene
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners 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):
December 31, 2018
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
  
   
/s/ John Greene
  
Name:
John Greene
Title:
Portfolio Manager and Managing Principal

January 3, 2019
Date


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