0001140361-19-009583.txt : 20190521 0001140361-19-009583.hdr.sgml : 20190521 20190521212140 ACCESSION NUMBER: 0001140361-19-009583 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190517 FILED AS OF DATE: 20190521 DATE AS OF CHANGE: 20190521 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: 19843896 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 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: 19843897 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: 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: 19843898 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 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: 19843899 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 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: 19843900 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 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: SUITE 3900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7135741880 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 3900 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 2019-05-17 0001612720 NextDecade Corp. NEXT 0001401388 VALINOR MANAGEMENT, L.P. 510 MADISON AVENUE 25TH FLOOR 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 0001401387 VALINOR CAPITAL PARTNERS, L.P. C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. NEW YORK NY 10022 true 0001601013 Gallo David C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. 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 Series B Convertible Preferred Stock 7.5 2019-05-17 4 A 0 1326 1000 A Common Stock, $ 0.0001 par value 176800 1326 D Series B Convertible Preferred Stock 7.5 2019-05-17 4 A 0 3774 1000 A Common Stock, $ 0.0001 par value 503200 3774 D Warrants 0.01 2019-05-17 4 A 0 23882 A Common Stock, $ 0.0001 par value 23882 23882 D Warrants 0.01 2019-05-17 4 A 0 66618 A Common Stock, $ 0.0001 par value 66618 66618 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). 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 Name: David Angstreich Title: Chief Operating Officer 2019-05-21 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):
May 17, 2019

Footnotes to Form 4

(1) Represents 1,300 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) issuable to Valinor Capital Partners L.P. (“Valinor Capital”) at a price for $1,000 per share and 26 shares of Series B Preferred Stock to be paid as the origination fee (which together are convertible initially into 176,800 shares of Common Stock subject to adjustments, including for dividends, as specified in the Certificate of Designations, filed by the Issuer as Exhibit 3.4 to the Quarterly Report on Form 10-Q filed by the Issuer on November 9, 2018 (the “Certificate of Designations”)), in each case, pursuant to the Series B Convertible Preferred Stock Purchase Agreement, by and among the Issuer, Valinor Capital and Valinor Capital Partners Offshore Master Fund (“Valinor Offshore”), L.P., dated as of May 17, 2019 (the “Series B Stock Purchase Agreement”), filed by Valinor Management, L.P. (“Valinor Management”) as Exhibit 11 to Amendment No. 6 to Schedule 13D on or about May 21, 2019 (the “13D Amendment”).

(2) The Issuer has the option to convert all, but not less than all shares of Series B 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 B 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) the tenth anniversary of the closing of transactions contemplated by the Purchase Agreement which is expected to occur on or before May 24, 2019 (the “Closing Date”), in each case, subject to adjustments as specified in the Certificate of Designations.

(3)  Represents 3,700 shares of Series B Preferred Stock issuable to Valinor Offshore at a price of $1,000 per share and 74 shares of Series B Preferred Stock to be paid as the origination fee, in each case, pursuant to the Series B Stock Purchase Agreement, which together are convertible initially into 503,200 shares of Common Stock subject to adjustments, including for dividends, as specified in the Certificate of Designations.

(4) Subject to certain adjustments as specified in the Certificate of Designations.

(5) Exercisable by holder before 5 p.m. Central Standard Time on the third anniversary of the Closing Date.  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 Series B Warrant Agreement contemplated by the Series B Purchase Agreement (the “Series B Warrant Agreement”), filed by Valinor Management as Exhibit 13 to the 13D Amendment.

(6) Represents warrants issuable to Valinor Capital with the shares of Series B Preferred Stock for no additional consideration, pursuant to the Series B Warrant Agreement, which are exercisable initially into an equal number of shares of Common Stock, subject to adjustments as specified in the Series B Warrant Agreement.

(7) Represents warrants issuable to Valinor Offshore with the shares of Series B Preferred Stock for no additional consideration, pursuant to the Series B Warrant Agreement, which are exercisable initially into an equal number of shares of Common Stock, subject to adjustments as specified in the Series B Warrant Agreement.

(8) Subject to certain adjustments as specified in the Series B Warrant Agreement.



Page 1 of 1
 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):
May 17, 2019
   
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

May 21, 2019
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):
May 17, 2019
   
Designated Filer:
Valinor Management, L.P.

Signature:

/s/ David Gallo
  
Name:
David Gallo

May 21, 2019
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):
May 17, 2019
   
Designated Filer:
Valinor Management, L.P.
   

Signature:

Valinor Associates, LLC

/s/ David Angstreich
  
Name:
 David Angstreich
Title:
Chief Operating Officer

May 21, 2019
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:
May 17, 2019
   
Designated Filer:
Valinor Management, L.P.
   

Signature:

Valinor Management, L.P.

/s/ David Angstreich
  
Name:
David Angstreich
Title:
Chief Operating Officer

May 21, 2019
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):
May 17, 2019
   
Designated Filer:
Valinor Management. L.P.

Signature:

Valinor Capital Partners, L.P.

/s/ David Angstreich
Name:
David Angstreich
Title:
Chief Operating Officer

May 21, 2019
Date


Page 5 of 5